Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facility. (b) The applicable Borrower may designate a bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. (c) In the case of each Incremental Revolving Commitment: (i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and (ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation). (d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of: (i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, (ii) evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and (iii) a certificate of a Responsible Officer of the applicable Borrower to the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance). (e) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments. (f) Each supplement or joinder agreement referred to in clause (d)(i) above may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Tiptree Inc.)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten 30 days’ ' written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or by an amount not to exceed $200,000,000 (the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental any such increase, the "Additional Commitment Amount"). Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitments shall not exceed $25,000,000 in Commitment by a principal amount equal to its Pro Rata Share of the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. If any Lender shall fail to notify the Administrative Agent in writing within 15 days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment.
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section 2.24, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (an "Additional Lender"), become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.24 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement supplement or joinder and (ii) Schedule I II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fe) Each supplement or joinder agreement referred to in clause (d)(i) above may, without Upon the consent effectiveness of any other increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.24 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event The Borrower shall have the right, without the consent of Default has occurred and is continuingthe Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time after an increase in the Closing Date, either Borrower may, upon at least ten days’ written notice total Commitments of the Lenders by adding to this Agreement one or more additional Lenders (each an “Additional Lender”) or such shorter period of time as the Administrative Agent may agree to in its sole discretionby allowing one or more Lenders (each a “Consenting Lender”) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”)their respective commitments; provided that however (i) no Event of Default shall have occurred hereunder which is continuing, (ii) no such increase shall cause the aggregate amount of all Incremental Revolving Commitments shall not hereunder to exceed $25,000,000 in the aggregate over the term of this Agreement. No Lender 1,000,000,000, and (iii) no Lender’s Commitment shall have any obligation to extend any Incremental Facilitybe increase without such Lender’s consent.
(b) The applicable Borrower may designate a bank or other financial institution (which may be, but need not be, one or more An increase in the aggregate amount of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed.
(c) In the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.6 shall become effective upon the receipt by the Administrative Agent of:
of (i) a supplement or joinder an agreement in form and substance reasonably satisfactory to the Administrative Agent executed signed by the Borrowers and Borrower, by each Additional Lender and by each Consenting Lender, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) Commitments as the Administrative Agent may reasonably request, and (bii) will be satisfied before Notes executed and after giving effect to delivered by the incurrence of Borrower for each Consenting Lender and each Additional Lender requesting the Incremental Facility and (B) after giving effect to same, evidencing such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Lenders' Commitments.
(ec) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, total Commitments shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I 2 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitmentsadditional Commitments and Additional Lenders, as applicable.
(fd) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.6 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Borrowings then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Borrowings then outstanding, the Borrower shall prepay such Borrowings in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article V, the Borrower shall reborrow Borrowings from the Lenders (including any Additional Lenders) in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Borrowings are held by the Lenders (including any Additional Lenders) in such proportion and (y) effective upon such increase, the amount of the participations held by the Lenders (including any Additional Lenders) in the LC Outstandings shall be adjusted such-that, after giving effect to such adjustments, each Lender (including each Additional Lender) shall hold participations in each such LC Outstandings in the proportion its respective Commitment bears to the aggregate Commitments after giving effect to such increase.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either The Borrower may, upon at least ten 15 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), from time to time propose to (i) increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (eachthe amount of any such increase, an the “Incremental Additional Revolving Commitment” Commitment Amount”) or an (ii) increase the Aggregate Term Commitments (the amount of any such increase, the “Incremental FacilityAdditional Term Commitment Amount”), by an aggregate amount for clauses (i) and (ii) not to exceed $300,000,000; provided that the aggregate each Additional Revolving Commitment Amount or Additional Term Commitment Amount shall be in a principal amount of all Incremental not less than $10,000,000 or larger multiple of $5,000,000. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to the Borrower and the Agent to increase its Revolving Commitments Commitment or Term Commitment by a principal amount equal to its Pro Rata Share of the Additional Revolving Commitment Amount or its Pro Rata Share of the Additional Term Commitment Amount. Any Lender who does not respond within such 10 day period shall be deemed to have elected not exceed $25,000,000 in the aggregate over the term of this Agreementto increase its Revolving Commitment or Term Commitment. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or Term Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment or Term Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall elect not to increase its Revolving Commitment or Term Commitment pursuant to paragraph (a) of this Section 2.21, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment or Term Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative AgentAgent and in the case of an Additional Revolving Commitment Amount, the Swing Line Lender and each Issuer, which acceptance in each case will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this paragraph (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Revolving Commitment Amount. The sum of the increases in the Term Commitments of the existing Lenders pursuant to this paragraph (b) plus the Term Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Term Commitment Amount.
(c) In An increase in the aggregate amount of the Revolving Commitments or Term Commitments pursuant to this Section 2.21 shall be subject to the conditions set forth in paragraph (d) immediately below and the following conditions: (i) immediately prior to and after giving effect to any such increase, no Default or Unmatured Default has occurred or is continuing or shall result therefrom, (ii) immediately prior to and after giving effect to any such increase, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 6.18 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and (iii) each Additional Lender shall become a Lender under this Agreement (or in the case of each Incremental Revolving Commitment:
(i) such Incremental an existing Lender, shall become an Additional Lender with respect to its Additional Revolving Commitment Amount or Additional Term Commitment Amount) pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents and executed only by the Borrower and each Guarantor, each Additional Lender and the Agent. All Commitments in respect of any Additional Revolving Commitment Amount or Additional Term Commitment Amount shall be Commitments under this Agreement and shall, on the date of the effectiveness of the applicable Incremental Facility Amendment, be added to the then existing Revolving Commitments or Term Commitments, as applicable, and all extensions of credit pursuant thereto shall have the same terms as those that apply to the extensions of credit pursuant to the existing SBAC Revolving Commitments or SBF Revolving and Term Commitments, or as otherwise agreed by the Borrower and the Additional Lenders; provided that (i) after giving effect to all upfront or similar fees, floors or original issue discount payable with respect to such Additional Revolving Commitment Amount or Additional Term Commitment Amount, if the yield applicable to the Additional Revolving Commitment Amount or Additional Term Commitment Amount (other in each case, after giving effect to all upfront or similar fees, floors or original issue discount payable with respect to such Additional Revolving Commitment Amount or Additional Term Commitment Amount) is greater than the applicable yield paid pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Revolving Loans or Term Loans (in each case, including any initial upfront fees fees, floors or original issue discount paid to the Lenders hereunder) plus 0.50% per annum, then this Agreement shall be amended to provide that the interest rate with respect to the Revolving Loans and Term Loans shall be increased to an amount such that the yield under this Agreement on the Revolving Loans and Term Loans (in each case, after giving effect to all upfront or similar fees, floors or original issue discount paid with respect to the Revolving Loans or Term Loans, as the case may be) shall equal the yield applicable to the proposed Additional Lenders extending Revolving Commitment Amount or Additional Term Commitment Amount (in each case, after giving effect to all upfront or similar fees, floors or original issue discount payable with respect to such Incremental Additional Revolving CommitmentCommitment Amount or Additional Term Commitment Amount)); and
provided that in determining the applicable yields, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower shall be included (with OID being equated to interest based on the life to maturity of such incremental facility), (B) customary arrangement or commitment fees payable to the joint bookrunners (or their affiliates) or to one or more arrangers (or their affiliates) of any Incremental Facility Amendment shall be excluded and (C) with respect to any floor, such amount shall be converted into an interest margin (in an amount reasonably determined by the Agent and reasonably acceptable to the Borrower, provided that if the parties do not come to a mutual agreement on the calculation of such conversion, the difference between the floor (no floor being equated to 0%) for the Additional Revolving Commitment Amount or Additional Term Commitment Amount, as applicable, and the existing Revolving Loans or Term Loans, as applicable, shall be equated to an increase in the Applicable Margin for purposes of this clause) for purposes of determining any increase to the applicable yield, (ii) the outstanding SBAC Revolving Loans covenants, events of default and remedies provisions of such Incremental Facility Amendment shall not be more onerous or SBF Revolving Loans will be reallocated by the Administrative Agent restrictive on the applicable increase effective date among Borrower or any Guarantor than the applicable Lenders covenants, events of default or remedies contained in this Agreement (including unless the Additional Lenders providing Borrower agrees that such provisions are for the benefit of all Lenders), (iii) the weighted average life to maturity of any Term Loan made pursuant to such Incremental Revolving CommitmentFacility Amendment shall be no shorter than the weighted average life to maturity of the existing Term Loans and (iv) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing maturity date of any Loan made pursuant to such Incremental Revolving CommitmentFacility Amendment shall be no shorter than the maturity date of the existing Loans and (v) agree to make all payments the extent that the terms and adjustments necessary provisions of such Incremental Facility Amendment are not identical to effect such reallocation)the terms and provisions contained in this Agreement (except to the extent permitted by clause (i) and (iv) above) they shall be reasonably satisfactory to the Agent.
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate of a Responsible Officer of the applicable Borrower to the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(f) Each supplement or joinder agreement referred to in clause (d)(i) above Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessarynecessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersAgent, to effect the provision provisions of this Section 2.222.21.
(e) The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions: (i) the conditions set forth in Section 4.2 (it being understood that all references to “such Loan” in such Section 4.2 shall be deemed to refer to proposed increase through the Additional Revolving Commitment Amount or the Additional Term Commitment Amount), (ii) the Agent shall have received copies of resolutions executed by (x) the Borrower, authorizing the incurrence of such additional Obligations and (y) each Guarantor, stating that such additional Obligations are entitled to benefits of the Loan Documents and (iii) the Borrower shall have delivered to the Agent an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrower reasonably satisfactory to the Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Agent on the Effective Date pursuant to Section 4.1(g) as may be reasonably requested by the Agent, and for such other matters as the avoidance Agent may reasonably request.
(f) Upon the acceptance of doubtany such agreement by the Agent, (i) the Aggregate Term Commitments shall automatically be increased by the amount of Term Commitments added through such agreement and Schedule II shall automatically be deemed amended to reflect the Term Commitments of all Lenders after giving effect to the addition of such Term Commitments, and (ii) the Aggregate Revolving Commitments shall automatically be increased by the amount of the Revolving Commitments added through such agreement and Schedule II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(g) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.22 2.21 that is not pro rata among all Lenders holding Revolving Commitments, on the date that any such increase becomes effective, (x) each Lender increasing its Revolving Commitment and/or each Additional Lender providing a new Revolving Commitment, on the one hand, shall supersede purchase from each other Lender, on the other hand, via one or more assignments in accordance with the terms of Section 12.3, at par (together with accrued interest), such interests in the Revolving Loans outstanding on the date any provisions applicable increase becomes effective as shall be necessary in order that, after giving effect to all such assignments, all such outstanding Revolving Loans will be held by the Lenders ratably in accordance with their respective Revolving Commitments after giving effect to any such increase; and (y) the amount of Sections 2.20 or 11.2 the participations held by each Lender in the outstanding L/C Obligations and outstanding Swing Line Loans shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in such outstanding L/C Obligations and outstanding Swing Line Loans in proportion to their respective Revolving Commitments after giving effect to any applicable increase. Each Lender that assigns a Revolving Loan to a Lender in accordance with this paragraph (g) shall be entitled to the contraryfunding indemnity set forth in Section 3.4.
Appears in 1 contract
Samples: Credit Agreement (Omnicare Inc)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time on or after the first anniversary of the Closing Date, either Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or and/or the Aggregate SBF Revolving Term Loan Commitments (each, by an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not to exceed $25,000,000 in the aggregate over during the term of this Agreement (the amount of any such increase, the “Additional Commitment Amount”), provided, however, that (i) the sum of the Revolving Commitment, plus the outstanding principal balance of the Term Loans, plus all Additional Commitment Amounts shall never exceed $130,000,000, (ii) each Additional Commitment Amount shall be in a principal amount of not less than $5,000,000 and (iii) each Additional Commitment Amount shall be subject to the specific use restrictions with respect thereto that are set forth in Section 5.9 of this Agreement. Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitment and/or its Term Loan Commitment (as the case may be) by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount allocated in the Borrower’s request to an increase in the Aggregate Revolving Commitments and/or Aggregate Term Loan Commitments, as applicable. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment, its Term Loan Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment or its Term Loan Commitment (as the case may be) shall be made in its sole discretion independently from any other Lender. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment or its Term Loan Commitment (as the case may be) within 15 days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment or its Term Loan Commitment (as the case may be).
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment or its Term Loan Commitment (as the case may be) pursuant to subsection (a) of this Section 2.23, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment or its Term Loan Commitment (each, as the case may be) and in the case of any other such Person (an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments and the Term Loan Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments and the Term Loan Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of any applicable Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, the Term Loan Commitments (as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(iicase may be) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.23 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment or Term Loan Commitment (as the case may be) is to be increased, setting forth the Incremental new Revolving Commitments or Term Loan Commitment (as the case may be) of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
, together with Notes (iiif requested pursuant to Section 2.10(b)) evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
increase in the Revolving Commitments or the Term Loan Commitment (iiias the case may be) a certificate and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that increase in the Revolving Commitments or the Term Loan Commitment (Aas the case may be) as the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement supplement or joinder and (ii) Schedule I II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments. Likewise, upon the acceptance of any such supplement or joinder by the Administrative Agent, the Term Loan Commitment Amount shall automatically be increased by the amount of the Term Loan Commitments added through such supplement or joinder, the Lenders will advance to Borrower such increased amount of Term Loans added through such supplement or joinder in accordance with Section 2.5 and Schedule II shall automatically be deemed amended to reflect the Term Loan Commitments of all Lenders after giving effect to the addition of such Term Loan Commitments.
(e) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.23 that is not pro rata among all Lenders, (x) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans and any LIBOR Index Rate Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments.
(f) Each supplement or joinder agreement referred The Borrower unconditionally promises to in clause (d)(i) above may, without the consent of any other Lenders, effect such amendments pay to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent for the account of each Lender the then unpaid principal amount of each Additional Commitment Amount comprised of an increase in the Term Loan Commitment of each such Lender in fully-amortizing, quarterly installments, computed from the date of any such Additional Commitment Amount through the Maturity Date (the exact amounts of which, absent manifest error, shall be determined by the Administrative Agent in its sole discretion), on the dates set forth in Section 2.9(c) of this Agreement, and in addition to the Borrowersamounts more specifically set forth in Section 2.9(c) of this Agreement, provided, that the initial amount of any such principal payment shall be due and payable at the end of the first (1st) Fiscal Quarter immediately succeeding the date of any such Additional Commitment Amount, to effect the provision of this Section 2.22, and be calculated on a pro-rated basis for the avoidance number of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to days remaining in such initial Fiscal Quarter (based upon a fully-amortizing computation through the contraryMaturity Date).
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Easylink Services International Corp)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (each, up to an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not to exceed $25,000,000 in 510,000,000 (the aggregate over amount of any such increase, the term “Additional Commitment Amount”). Each Lender shall have the right for a period of this Agreement15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall not elect to increase its Commitment pursuant to subsection (a) of this Section 2.23, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.23 shall become effective upon the receipt by the Administrative Agent of:
(i) a of an supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with Notes evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, Commitments shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement supplement or joinder and (ii) Schedule I III shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.23 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Commitments.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Tc Pipelines Lp)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event Subject to the terms and conditions of Default has occurred and is continuingthis Section 2.24¸ the Borrower may, by written notice to the Administrative Agent from time to time after time, request an increase in the Closing DateAggregate Revolving Commitments, either Borrower mayor request Incremental Term Loan Commitments, upon at least ten days’ written or both, by an amount not to exceed $75,000,000 in the aggregate (the amount of any such increase, the “Additional Commitment Amount”). Such notice shall set forth (i) the amount of the Additional Commitment Amount being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000), (ii) the allocation of the Additional Commitment Amount to an increase in the Aggregate Revolving Commitments or Incremental Term Loan Commitments, or both, (iii) the date on which the Additional Commitment Amount is requested to become effective (which shall not be less than 15 Business Days (or such shorter period of time as the Administrative Agent may agree agree) nor more than 60 days after the date of such notice), and (iii) whether any Incremental Term Loan Commitments are commitments to in its sole discretionmake additional Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”).
(b) For a period of ten Business Days following receipt of such notice, each Revolving Lender shall have the right to elect by written notice to the Borrower and the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount allocated to the Aggregate SBAC Revolving Commitments or Commitments, and each Term Loan Lender shall have the Aggregate SBF Revolving Commitments (each, right to elect to make an “Incremental Revolving Commitment” or an “Term Loan in a principal amount equal to its Pro Rate share of the Additional Commitment Amount allocated to the Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementTerm Loan Commitments. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or to make an Incremental Term Loan, and any decision by a Lender to increase its Revolving Commitment or to make an Incremental FacilityTerm Loan shall be made in its sole discretion independently from any other Lender.
(bc) The applicable If any Lender shall not elect to increase its Revolving Commitment or to make an Incremental Term Loan pursuant to subsection (a) of this Section 2.24, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Revolving Lender, increase its Revolving Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement, if not already a Lender, or if already a Lender, become a Revolving Loan Lender or a Term Loan Lender, as applicable; provided provided, however, that any new bank or financial institution must be reasonably acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld withheld, conditioned or delayed.
(c) In . The sum of the case increases in the Revolving Commitments of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Lenders pursuant to this subsection (b) plus the Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to of the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) shall not in the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by aggregate exceed the Administrative Agent on the applicable increase effective date among the applicable Lenders (including unsubscribed amount of the Additional Lenders providing such Incremental Commitment Amount allocated to the Aggregate Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation)Commitments.
(d) An The Borrower and each Incremental Revolving Commitment pursuant to this Section 2.22 Term Lender shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form execute and substance reasonably satisfactory deliver to the Administrative Agent executed by an Incremental Term Loan Assumption Agreement and such other documentation as the Borrowers and by each Additional Lender setting forth Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitments of such Lenders and setting forth the agreement Term Loan Commitment of each Additional Lender to become a party to this Incremental Term Lender. Each Incremental Term Loan Assumption Agreement and to shall be bound by all on the same terms and provisions hereof,
conditions as the Term Loans, except that the Incremental Term Loan Assumption Agreement may provide for a different maturity date and amortization schedule, provided that, (i) the final maturity date of any Other Term Loans shall be no earlier than the Maturity Date, and (ii) evidence the dollar weighted average life to maturity of appropriate corporate authorization the Other Term Loans shall be no shorter than the dollar weighted average life to maturity of the Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment and the Incremental Term Loans evidenced thereby.
(e) Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 2.24 unless (i) on the part date of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate of a Responsible Officer of the applicable Borrower to the effect that such effectiveness (A) the conditions set forth in Section 4.2(aparagraphs (a), (b) and (bc) will of Section 3.2 shall be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase the making of any Incremental Term Loans and the payment use of any related feesthe proceeds thereof, the Borrowers Borrower would be in compliance on a pro forma basis compliance with the financial covenants set forth in Article 6 as of and for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 6.17 5.1 (after giving effect assuming for the purposes of Section 6.2 that such transactions occurred at the end of such period and for the purposes of Section 6.2 that such transactions occurred at the beginning of such period), and the Administrative Agent shall have received a certificate as to any Borrowings to be made clauses (A) and (B) (with reasonably detailed calculations in the case of clause (B) dated such date and executed by a Responsible Officer of the Borrower, and (ii) except as otherwise specified in the applicable Incremental Term Loan Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Closing Date under Section 3.1.
(ef) Upon the acceptance of any such agreement by the Administrative AgentAgent with respect to an increase in the Revolving Commitments, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I II shall automatically be deemed amended to reflect the Revolving Commitments of all Revolving Lenders after giving effect to the addition of such Revolving Commitments.
(fg) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.24 that is not pro rata among all Revolving Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article 3, the Borrower shall reborrow Loans from the Revolving Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Stanley, Inc.)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Initial Availability Date, either the Borrower may, upon at least ten 30 days’ ' written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender)Agent, propose elect to increase the Aggregate SBAC Revolving Commitments or Credit Commitment Amount up to a total amount not to exceed $1,000,000,000 (the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not exceed $25,000,000 in any such increase, the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facility"Additional Commitment Amount").
(b) The applicable Borrower may designate a bank one or more banks or other financial institution institutions (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees agree to, in the case of any such Person that is an existing Lender, increase its Commitment and in the case of any other such Person (an "Additional Lender"), become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution that is not an -------- ------- existing Lender must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.14 shall become effective upon the receipt by the ------------- Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed Joinder Agreement signed by the Borrowers and Borrower, by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of by each Additional other Lender to become a party to this Agreement and whose Commitment is to be bound by all the terms and provisions hereof,
(ii) increased, together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Credit Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I the Commitment amounts of each Lender set forth on the signature pages hereto shall automatically be deemed amended to reflect be updated.
(e) Upon any increase in the aggregate amount of the Commitments of pursuant to this Section 2.14 that is not pro rata among all Lenders, (x) the ------------ Borrower shall prepay all outstanding Loans in their entirety, together with any breakage fees and funding losses that are required to be paid pursuant to Section 2.11, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article IV, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, and (y) effective upon such increase, the addition amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such Commitments.
(f) Each supplement or joinder agreement referred that, after giving effect to such adjustments, the Lenders shall hold participations in clause (d)(i) above may, without the consent each such Letter of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, Credit in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 proportion its respective Commitment bears to the contraryaggregate Commitments after giving effect to such increase.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time on or after the Closing Date, either Borrower Borrowers may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or by an amount not to exceed $100,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that . Each Lender shall have the aggregate right for a period of 15 days following receipt of such notice, to elect by written notice to the Administrative Borrower and the Administrative Agent to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section 2.22, the Administrative Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with Notes evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization authorizations on the part of the applicable Borrower Borrowers with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower Borrowers with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.22 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrowers shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrowers elect to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrowers shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments. Such prepayments may be made with Loans borrowed in the manner provided under this subsection. Section 2.23. Intentionally Deleted.
Appears in 1 contract
Samples: Revolving Credit Agreement (United Industrial Corp /De/)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time on or after the Closing Date, either Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or Commitment Amount up to an amount not to exceed $100,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that . Each Lender shall have the aggregate right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative AgentAgent and Lead Arranger, which each of whose acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.23 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder of an agreement in form and substance reasonably satisfactory to the Administrative Agent executed signed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule Annex I shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.23 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article 3, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in the proportion its respective Revolving Commitment bears to the aggregate Revolving Commitments after giving effect to such increase.
Appears in 1 contract
Samples: Revolving Credit Agreement (Watson Wyatt & Co Holdings)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (Agent, who shall promptly provide a copy of such notice to each Lender)notify the Lenders, propose to increase the Aggregate SBAC Revolving Commitments or Commitment Amount up to an amount not to exceed $650,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided . Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. In the event that the aggregate amount to which the Lenders are willing to increase the Revolving Commitments is less than the Additional Commitment Amount based on the written notices delivered by the Lenders to the Administrative Agent, the Administrative Agent shall offer to the Lenders who have agreed to increase their Revolving Commitments the opportunity to further increase their Revolving Commitments up to an amount equal to the Additional Commitment Amount. Each such Lender shall promptly respond in writing to the Administrative Agent of whether it will agree to further increase its Revolving Commitment and by what amount it will agree to further increase its Revolving Commitment. Within five (5) Business Days after receipt of all Incremental responses from such Lenders, the Administrative Agent shall inform the Borrower and all Lenders in writing of the amount by which each Lender will increase its Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementCommitment. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Decisions to increase a Revolving Loan Commitment must be affirmatively communicated in writing and shall not be presumed based upon a failure to respond to Borrower’s request.
(b) The applicable If the existing Lenders do not elect to increase the Aggregate Revolving Commitment Amount by the Additional Commitment Amount pursuant to subsection (a) of this Section, the Borrower may designate a bank or other financial institution shall have the right, within sixty days (which may be60) after receipt of such notice from the Administrative Agent, but need not be, to obtain additional Revolving Commitments from one or more of the existing Lenders) to extend such Incremental Facility other banks or financial institutions (each, an “Additional Lender”)) to the extent necessary to increase the Aggregate Revolving Commitment Amount by the Additional Commitment Amount; provided, which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution each Additional Lender must (i) be acceptable to the Administrative Agent and (ii) become a party to this Agreement pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent, which acceptance will . The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to subsection (a) plus the Revolving Commitments of the Additional Lenders shall not be unreasonably withheld or delayedin the aggregate exceed the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.4 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder of an agreement in form and substance reasonably satisfactory to the Administrative Agent executed signed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Administrative Agent may reasonably request. Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule Annex I shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fd) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.4 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be deemed adjusted such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in the proportion its respective Revolving Commitment bears to the aggregate Revolving Commitments after giving effect to such increase.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten 30 days’ ' written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or to an amount not to exceed $225,000,000 (the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental any such increase, the "Additional Commitment Amount"). Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitments shall not exceed $25,000,000 in Commitment by a principal amount equal to its Pro Rata Share of the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section 2.21, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (an "Additional Lender"), become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be reasonably acceptable to the Administrative Agent, which acceptance will . The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not be unreasonably withheld or delayedin the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.21 shall become effective upon the receipt by the Administrative Agent of:
(i) a of an supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers Borrower and by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with Notes evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.21 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Northern Border Pipeline Co)
Increase of Commitments; Additional Lenders. (a) So From time to time after the Closing Date and subject solely to the conditions set forth in this Section 2.23, the Borrower and one or more Increasing Lenders or Additional Lenders (each as defined below) may enter into an agreement to increase the aggregate Revolving Commitments (each such increase, an “Incremental Revolving Commitment”), increase the aggregate Delayed Draw Term Loan Commitments and/or add one or more delayed draw term loan facilities (each such increase or additional facility, an “Incremental Delayed Draw Term Loan”), and/or increase the aggregate Term Loan A Commitments and/or add one or more term loan facilities (each such increase or additional facility, an “Incremental Term Loan”; the Incremental Revolving Commitment together with the commitment for each Incremental Term Loan and Incremental Delayed Draw Term Loan are herein referred to as an “Incremental Commitment” and the principal amount of each Incremental Commitment is referred to herein as the “Incremental Commitment Amount”), so long as the following conditions are satisfied:
(i) the aggregate principal amount of all Incremental Commitments established pursuant to this Section (other than the First Amendment Incremental Term Loan, the First Amendment Incremental Revolving Commitment and the First Amendment DDTL Commitment, which shall not be subject to this Section 2.23(a)(i)) shall not exceed an amount equal to the sum of (A) $40,000,000 and (B) the maximum amount that would result in a Total Net Leverage Ratio, on a pro forma basis (treating the amount of any Incremental Revolving Commitments extended on such date, Delayed Draw Term Loan Commitments and any Incremental Delayed Draw Term Loans as fully funded, but excluding the cash proceeds of any Incremental Commitment Amounts or Incremental Equivalent Debt from cash and Permitted Investments) (and on a Pro Forma Basis if such Incremental Commitment is to be used to fund an Acquisition), of not more than 4.00:1.00 as of the most recently ended Fiscal Quarter for which financial statements shall have been delivered (or, if the Borrower shall have provided the Administrative Agent with monthly financial statements for the Borrower and its Restricted Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent, as of the most recently ended twelve month period); provided that, in any event, the aggregate amount of Incremental Revolving Commitments shall not exceed $25,000,000; provided, further, that the aggregate principal amount of Incremental Equivalent Debt established after the Closing Date in reliance on clause (i)(A) above shall result in a dollar for dollar reduction in the amount of Incremental Commitments permitted to be established pursuant to clause (i)(A) of this Section. Unless the Borrower elects otherwise, each Incremental Commitment will be deemed incurred first under clause (i)(B) above to the extent permitted, with the balance incurred under clause (i)(A) above. If the Borrower incurs an Incremental Commitment under clause (i)(A) above substantially concurrently with its incurrence of an Incremental Commitment under clause (i)(B) above, then the Total Net Leverage Ratio calculated pursuant to this subsection (i) will be calculated with respect to such incurrence under clause (i)(B) above without regard to any incurrence of indebtedness under clause (i)(A) above;
(ii) before and after giving effect to any proposed Incremental Commitment (determined, in the case of any Incremental Commitment that is to be used to fund a Limited Condition Acquisition, as of the LCA Test Date (other than the determination of whether any Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i) exists or would result therefrom, which shall be determined as of the date such Limited Condition Acquisition is consummated)), no Default or Event of Default has will have occurred and be continuing;
(iii) the representations and warranties in the Loan Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) at the time of and on the date of the incurrence of such Incremental Commitment (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) as of such earlier date); provided that if such Incremental Commitment is continuingto be used to fund a Limited Condition Acquisition, the condition set forth in this clause (iii) may be satisfied with (A) the accuracy of customary “specified representations” and “acquisition agreement representations” and (B) such other limitations or exceptions to representations and warranties as may be agreed by the lenders providing such Incremental Commitment;
(iv) after giving effect to any proposed Incremental Commitment (determined, in the case of any Incremental Commitment that is to be used to fund a Limited Condition Acquisition, as of the LCA Test Date), on a pro forma basis (treating the Incremental Revolving Commitments, Delayed Draw Term Loan Commitments and any Incremental Delayed Draw Term Loans as fully funded, but excluding the cash proceeds of any Incremental Commitment Amounts or Incremental Equivalent Debt from time cash and Permitted Investments), the Borrower and its Restricted Subsidiaries are in compliance with the Financial Covenant (on a Pro Forma Basis if such Incremental Commitment is to time be used to fund an Acquisition), measuring clause (a) of the Total Net Leverage Ratio as of the date such Incremental Commitment is to be established (or, in the case of a Limited Condition Acquisition, as of the LCA Test Date) and otherwise re-computing such covenant as of the last day of the most recently ended Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.1(a) or 5.1(b) (or, if the Borrower shall have provided the Administrative Agent with monthly financial statements for the Borrower and its Restricted Subsidiaries, re-computing such covenants as of the last day of the most recently ended twelve month period) as if such Incremental Commitment was established on the first day of the relevant period for testing compliance;
(v) all Incremental Delayed Draw Term Loans and Incremental Term Loans established pursuant to this Section as increases to the aggregate Delayed Draw Term Loan Commitments and Term Loan A Commitments, respectively, shall be on the exact same terms (other than original issue discount and upfront fees and subject to clause (ix) below) and pursuant to the same documentation (other than the amendment evidencing such Incremental Delayed Draw Term Loans or Incremental Term Loans) applicable to the Delayed Draw Term Loan and the Term Loan A, respectively;
(vi) subject to clause (d) of this Section, all Incremental Delayed Draw Term Loans and Incremental Term Loans established as a new tranche of delayed draw term loans or term loans shall be on terms and pursuant to documentation to be determined; provided that:
(A) to the extent such terms and documentation are not consistent with the Delayed Draw Term Loan or the Term Loan A, as applicable, except to the extent permitted by clause (ix) below, they shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to periods after the Closing Latest Maturity Date);
(B) if such Indebtedness contains any financial maintenance covenants, either such covenants shall not be tighter than (or in addition to) those contained in this Agreement for any period ending on or prior to the Latest Maturity Date;
(C) the final maturity date for any such Incremental Delayed Draw Term Loan or Incremental Term Loan shall be no earlier than the Latest Maturity Date for the Delayed Draw Term Loan and the Term Loan A, respectively; and
(D) the Weighted Average Life to Maturity for any such Incremental Delayed Draw Term Loan or Incremental Term Loan shall be no shorter than the remaining Weighted Average Life to Maturity of the Delayed Draw Term Loan and the Term Loan A, respectively;
(vii) any Incremental Revolving Commitments provided pursuant to this Section shall be on terms (including pricing and maturity but excluding upfront fees) and pursuant to documentation applicable to the Revolving Commitments outstanding immediately prior to such incurrence;
(viii) (A) obligations in respect of any Incremental Commitments (1) shall constitute Obligations, (2) shall have the same guarantees as the Obligations and (3) shall rank pari passu in right of payment and security with the other Loans and (B) and all collateral securing any such Incremental Commitments shall also secure all other Obligations; and
(ix) with respect to any Incremental Delayed Draw Term Loans and Incremental Term Loans that constitute MFN Eligible Debt, the MFN Adjustment will apply to such Incremental Delayed Draw Term Loans and Incremental Term Loans.
(b) The Borrower may, upon shall provide at least ten days10 Business Days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender)) of any proposal to establish an Incremental Commitment. The Borrower may also, propose but is not required to, specify any fees offered to increase those Lenders (the Aggregate SBAC Revolving Commitments or “Increasing Lenders”) that agree to provide any Incremental Commitment, which fees may be variable based upon the Aggregate SBF Revolving Commitments (eachamount any such Lender is willing to provide. Each Increasing Lender shall as soon as practicable, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that and in any case within 5 Business Days following receipt of such notice, specify in a written notice to the aggregate Borrower and the Administrative Agent the amount of all such proposed Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementCommitment that it is willing to provide. No Lender (or any successor thereto) shall have any obligation obligation, express or implied, to extend provide any portion of any requested Incremental Commitment, and any decision by a Lender to provide any portion of any such Incremental Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required to establish an Incremental Commitment pursuant to this Section. No Lender that declines to provide any requested Incremental Commitment may be replaced with respect to any of its existing Commitments or Loans as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will provide any Incremental Facility.
(b) Commitment within 5 Business Days after receipt of such notice, such Lender shall be deemed to have declined to do so. The applicable Borrower may designate a bank accept some or other financial institution (which may be, but need not be, one or more all of the amounts offered by existing LendersLenders or may designate new lenders (subject to the restrictions set forth in Section 10.4, as if such Loans were being acquired via assignment) to extend such Incremental Facility as additional Lenders hereunder in accordance with this Section (each, an the “Additional LenderLenders”), which at the time agrees to extend Additional Lenders may assume all or a portion of such Incremental Facility; Commitment and, in the case of any proposed Incremental Revolving Commitments or Incremental Delayed Draw Term Loans, such Additional Lenders shall be acceptable to the Administrative Agent (such approval not to be unreasonably withheld). The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of any Incremental Commitments among the Increasing Lenders and the Additional Lenders. The sum of the portion of any proposed Incremental Commitment that is to be provided howeverby Increasing Lenders plus the portion of such Incremental Commitment that is to be provided by Additional Lenders shall not, that in the aggregate, exceed the proposed Incremental Commitment Amount.
(c) Subject to subsections (a) and (b) of this Section, any new bank Incremental Commitment requested by the Borrower shall be effective upon delivery to the Administrative Agent of each of the following documents:
(i) an executed copy of an instrument of joinder or financial institution must be amendment, in form and substance reasonably acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed.
(c) In the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by Borrower, each Additional Lender and each Increasing Lender, setting forth the such Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all of the terms and provisions hereof,;
(ii) evidence of appropriate corporate authorization on to the part of extent reasonably required by the applicable Borrower Administrative Agent after consultation with the Borrower, legal opinions and authorizing resolutions, in each case, with respect to such Incremental Commitment and consistent with those delivered on the Incremental FacilityClosing Date, andother than changes to such legal opinions resulting from a change in law or change in fact;
(iii) a certificate of the Borrower signed by a Responsible Officer of the applicable Borrower Officer, in form and substance reasonably acceptable to the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Upon the acceptance of any such agreement by the Administrative Agent, certifying that each of the conditions in subsection (ia) of this Section has been satisfied; and
(iv) to the Aggregate SBAC Revolving Commitment Amount extent requested by any Additional Lender or any Increasing Lender, executed promissory notes evidencing such Incremental Commitment, issued by the Aggregate SBF Revolving Commitment AmountBorrower in accordance with Section 2.10. Upon the effectiveness of any such Incremental Commitment, the Commitments and Pro Rata Share of each Lender will be adjusted, as applicable, shall automatically be increased by the amount of the to give effect to such Incremental Revolving Commitments added through such agreement Commitment, and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitmentsaccordingly.
(fd) Each supplement If any Incremental Delayed Draw Term Loans or joinder Incremental Term Loans are to have terms that are different from the Delayed Draw Term Loans and Term Loan A, respectively, outstanding immediately prior to such incurrence (any such Delayed Draw Term Loans or Incremental Term Loans, the “Non-Conforming Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement referred to in clause (d)(i) above mayamong the Borrower, without the consent of any other Lenders, effect Lenders providing such amendments to this Agreement Incremental Term Loans and the other Loan Documents as may Administrative Agent, the execution and delivery of which agreement shall be necessary, in a condition to the reasonable opinion effectiveness of the Administrative Agent and the BorrowersNon-Conforming Credit Extensions; provided that, to effect the provision of this Section 2.22, and for the avoidance of doubt, all Non-Conforming Credit Extensions shall be subject to Section 2.23(a). The scheduled principal payments on the Term Loan A to be made pursuant to Sections 2.9(b) shall be ratably increased after the incurrence of any Incremental Term Loan constituting an increase the aggregate Term Loan A Commitments. After the incurrence of any Non-Conforming Credit Extensions, all optional and mandatory prepayments of Term Loans shall be allocated ratably between the then-outstanding Term Loans and such Non-Conforming Credit Extensions (or, in the case of such Non-Conforming Credit Extensions, a less than ratable basis to the extent agreed to in the applicable assumption agreement). If the Borrower incurs Incremental Revolving Commitments under this Section, the Borrower shall, after such time, repay and incur Revolving Loans ratably as between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to such incurrence and no amounts shall be payable by the Borrower pursuant to Section 2.19 in connection therewith. Notwithstanding anything to the contrary in Section 10.2, the Administrative Agent is expressly permitted to amend the Loan Documents to the extent necessary to give effect to any increase pursuant to this Section 2.22 shall supersede and mechanical changes necessary or advisable in connection therewith (including amendments to implement the requirements in the preceding two sentences, amendments to ensure pro rata allocations of Eurodollar Loans and Base Rate Loans between Loans incurred pursuant to this Section and Loans outstanding immediately prior to any provisions such incurrence and amendments to implement ratable participation in Letters of Sections 2.20 or 11.2 Credit between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to the contraryany such incurrence).
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Increase of Commitments; Additional Lenders. (ac) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Restatement Effective Date, either Borrower the Borrowers may, upon at least ten (10) days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC U.S. Revolving Commitments or and/or the Aggregate SBF Global Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not exceed $25,000,000 100,000,000 in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facility.
(bd) The applicable Borrower Borrowers may designate a bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed.
(ce) In the case of each Incremental Revolving Commitment:
(iiii) such Incremental Revolving Commitment shall have the same terms as the relevant existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable being increased (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(iiiv) the outstanding SBAC Revolving Loans or SBF Revolving Loans and the Pro Rata Share of L/C Obligations will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Revolving Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Revolving Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocationreallocation and the Borrowers shall pay any and all costs required pursuant to Section 2.18 in connection with such reallocation as if such reallocation were a repayment).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate of a Responsible Officer of the applicable Borrower to the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(f) Each supplement or joinder agreement referred to in clause (d)(i) above may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Tiptree Inc.)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or by an amount not to exceed $50,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an “Incremental Revolving Commitment” or an “Incremental Facility”the "Additional Commitment Amount"); provided that the aggregate amount (i) no Default or Event of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this Agreement. No Lender Default shall have occurred and be continuing at the time of such request and (ii) no Commitment of any obligation to extend any Incremental Facility.
(b) The applicable Borrower may designate a bank Lender will be increased without the consent of such Lender, which shall be given or other financial institution (which may be, but need not be, withheld in its sole discretion. If one or more of the Lenders is not increasing its applicable Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, approved by the Borrower (an "Additional Lender"), may commit to provide an amount equal to the aggregate principal amount of the Additional Commitment Amount that will not be provided by the existing Lenders) to extend such Incremental Facility (each; provided, an “Additional Lender”), which at the time agrees to extend such Incremental Facility; provided however, that (i) any new bank or financial institution Additional Lender must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed.
(c) In the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
delayed and (ii) the outstanding SBAC new Commitment of each Additional Lender shall be at least $5,000,000. The sum of the increases in the Revolving Loans or SBF Commitments of the existing Lenders pursuant to this subsection (a) plus the Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including Commitments of the Additional Lenders providing such Incremental Revolving Commitment) shall not in accordance with their revised Pro Rata Shares (and the applicable Lenders (including aggregate exceed the amount of the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation)Commitment Amount.
(db) An Incremental increase in the aggregate amount of the Revolving Commitment Commitments pursuant to this Section 2.22 2.23 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ec) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement supplement or joinder and (ii) Schedule I II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fd) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.23 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five (5) Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit and Swingline Loan then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit and Swingline Loan in proportion to their respective Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (FGX International Holdings LTD)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either The Borrower may, upon at least ten 15 days’ ' written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), from time to time propose to (i) increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (eachthe amount of any such increase, an the “Incremental Additional Revolving Commitment” Commitment Amount”) or an (ii) increase the Aggregate Term Commitments (the amount of any such increase, the “Incremental FacilityAdditional Term Commitment Amount”), by an aggregate amount for clauses (i) and (ii) not to exceed $300,000,000; provided that the aggregate each Additional Revolving Commitment Amount or Additional Term Commitment Amount shall be in a principal amount of all Incremental not less than $10,000,000 or larger multiple of $5,000,000. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to the Borrower and the Agent to increase its Revolving Commitments Commitment or Term Commitment by a principal amount equal to its Pro Rata Share of the Additional Revolving Commitment Amount or its Pro Rata Share of the Additional Term Commitment Amount. Any Lender who does not respond within such 10 day period shall be deemed to have elected not exceed $25,000,000 in the aggregate over the term of this Agreementto increase its Revolving Commitment or Term Commitment. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or Term Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment or Term Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall elect not to increase its Revolving Commitment or Term Commitment pursuant to paragraph (a) of this Section 2.21, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment or Term Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative AgentAgent and in the case of an Additional Revolving Commitment Amount, the Swing Line Lender and each Issuer, which acceptance in each case will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this paragraph (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Revolving Commitment Amount. The sum of the increases in the Term Commitments of the existing Lenders pursuant to this paragraph (b) plus the Term Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Term Commitment Amount.
(c) In An increase in the aggregate amount of the Revolving Commitments or Term Commitments pursuant to this Section 2.21 shall be subject to the conditions set forth in paragraph (d) immediately below and the following conditions: (i) immediately prior to and after giving effect to any such increase, no Default or Unmatured Default has occurred or is continuing or shall result therefrom, (ii) immediately prior to and after giving effect to any such increase, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 6.18 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and (iii) each Additional Lender shall become a Lender under this Agreement (or in the case of each Incremental Revolving Commitment:
(i) such Incremental an existing Lender, shall become an Additional Lender with respect to its Additional Revolving Commitment Amount or Additional Term Commitment Amount) pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.21 and, as appropriate, the other Loan Documents and executed only by the Borrower and each Guarantor, each Additional Lender and the Agent. All Commitments in respect of any Additional Revolving Commitment Amount or Additional Term Commitment Amount shall be Commitments under this Agreement and shall, on the date of the effectiveness of the applicable Incremental Facility Amendment, be added to the then existing Revolving Commitments or Term Commitments, as applicable, and all extensions of credit pursuant thereto shall have the same terms as those that apply to the extensions of credit pursuant to the existing SBAC Revolving Commitments or SBF Revolving and Term Commitments, or as otherwise agreed by the Borrower and the Additional Lenders; provided that (i) after giving effect to all upfront or similar fees, floors or original issue discount payable with respect to such Additional Revolving Commitment Amount or Additional Term Commitment Amount, if the yield applicable to the Additional Revolving Commitment Amount or Additional Term Commitment Amount (other in each case, after giving effect to all upfront or similar fees, floors or original issue discount payable with respect to such Additional Revolving Commitment Amount or Additional Term Commitment Amount) is greater than the applicable yield paid pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Revolving Loans or Term Loans (in each case, including any initial upfront fees fees, floors or original issue discount paid to the Lenders hereunder) plus 0.50% per annum, then this Agreement shall be amended to provide that the interest rate with respect to the Revolving Loans and Term Loans shall be increased to an amount such that the yield under this Agreement on the Revolving Loans and Term Loans (in each case, after giving effect to all upfront or similar fees, floors or original issue discount paid with respect to the Revolving Loans or Term Loans, as the case may be) shall equal the yield applicable to the proposed Additional Lenders extending Revolving Commitment Amount or Additional Term Commitment Amount (in each case, after giving effect to all upfront or similar fees, floors or original issue discount payable with respect to such Incremental Additional Revolving CommitmentCommitment Amount or Additional Term Commitment Amount)); and
provided that in determining the applicable yields, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower shall be included (with OID being equated to interest based on the life to maturity of such incremental facility), (B) customary arrangement or commitment fees payable to the joint bookrunners (or their affiliates) or to one or more arrangers (or their affiliates) of any Incremental Facility Amendment shall be excluded and (C) with respect to any floor, such amount shall be converted into an interest margin (in an amount reasonably determined by the Agent and reasonably acceptable to the Borrower, provided that if the parties do not come to a mutual agreement on the calculation of such conversion, the difference between the floor (no floor being equated to 0%) for the Additional Revolving Commitment Amount or Additional Term Commitment Amount, as applicable, and the existing Revolving Loans or Term Loans, as applicable, shall be equated to an increase in the Applicable Margin for purposes of this clause) for purposes of determining any increase to the applicable yield, (ii) the outstanding SBAC Revolving Loans covenants, events of default and remedies provisions of such Incremental Facility Amendment shall not be more onerous or SBF Revolving Loans will be reallocated by the Administrative Agent restrictive on the applicable increase effective date among Borrower or any Guarantor than the applicable Lenders covenants, events of default or remedies contained in this Agreement (including unless the Additional Lenders providing Borrower agrees that such provisions are for the benefit of all Lenders), (iii) the weighted average life to maturity of any Term Loan made pursuant to such Incremental Revolving CommitmentFacility Amendment shall be no shorter than the weighted average life to maturity of the existing Term Loans and (iv) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing maturity date of any Loan made pursuant to such Incremental Revolving CommitmentFacility Amendment shall be no shorter than the maturity date of the existing Loans and (v) agree to make all payments the extent that the terms and adjustments necessary provisions of such Incremental Facility Amendment are not identical to effect such reallocation)the terms and provisions contained in this Agreement (except to the extent permitted by clause (i) and (iv) above) they shall be reasonably satisfactory to the Agent.
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate of a Responsible Officer of the applicable Borrower to the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(f) Each supplement or joinder agreement referred to in clause (d)(i) above Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessarynecessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersAgent, to effect the provision provisions of this Section 2.222.21.
(e) The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions: (i) the conditions set forth in Section 4.2 (it being understood that all references to “such Loan” in such Section 4.2 shall be deemed to refer to proposed increase through the Additional Revolving Commitment Amount or the Additional Term Commitment Amount), (ii) the Agent shall have received copies of resolutions executed by (x) the Borrower, authorizing the incurrence of such additional Obligations and (y) each Guarantor, stating that such additional Obligations are entitled to benefits of the Loan Documents and (iii) the Borrower shall have delivered to the Agent an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrower reasonably satisfactory to the Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Agent on the Restatement Effective Date pursuant to Amendment No.2 as may be reasonably requested by the Agent, and for such other matters as the avoidance Agent may reasonably request.
(f) Upon the acceptance of doubtany such agreement by the Agent, (i) the Aggregate Term Commitments shall automatically be increased by the amount of Term Commitments added through such agreement and Schedule II shall automatically be deemed amended to reflect the Term Commitments of all Lenders after giving effect to the addition of such Term Commitments, and (ii) the Aggregate Revolving Commitments shall automatically be increased by the amount of the Revolving Commitments added through such agreement and Schedule II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(g) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.22 2.21 that is not pro rata among all Lenders holding Revolving Commitments, on the date that any such increase becomes effective, (x) each Lender increasing its Revolving Commitment and/or each Additional Lender providing a new Revolving Commitment, on the one hand, shall supersede purchase from each other Lender, on the other hand, via one or more assignments in accordance with the terms of Section 12.3, at par (together with accrued interest), such interests in the Revolving Loans outstanding on the date any provisions applicable increase becomes effective as shall be necessary in order that, after giving effect to all such assignments, all such outstanding Revolving Loans will be held by the Lenders ratably in accordance with their respective Revolving Commitments after giving effect to any such increase; and (y) the amount of Sections 2.20 or 11.2 the participations held by each Lender in the outstanding L/C Obligations and outstanding Swing Line Loans shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in such outstanding L/C Obligations and outstanding Swing Line Loans in proportion to their respective Revolving Commitments after giving effect to any applicable increase. Each Lender that assigns a Revolving Loan to a Lender in accordance with this paragraph (g) shall be entitled to the contraryfunding indemnity set forth in Section 3.4.
Appears in 1 contract
Samples: Credit Agreement (Omnicare Inc)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Initial Availability Date, either the Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender)Agent, propose elect to increase the Aggregate SBAC Revolving Commitments or Credit Commitment Amount up to a total amount not to exceed $750,000,000 at any time in effect (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that the aggregate amount of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facility.
(b) The applicable Borrower may designate a bank one or more banks or other financial institution institutions (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agree to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution that is not an existing Lender must be acceptable to the Administrative Agent, the Swingline Lender and the Issuing Banks, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the Additional Commitment Amount. No Lender shall have any obligation whatsoever to agree to increase its Commitment.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.14 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed Joinder Agreement signed by the Borrowers and Borrower, by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of by each Additional other Lender to become a party to this Agreement and whose Commitment is to be bound by all the terms and provisions hereof,
(ii) increased, together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Credit Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I the Commitment amounts of each Lender set forth on the signature pages hereto shall automatically be deemed amended to reflect be updated.
(e) Upon any increase in the aggregate amount of the Commitments of pursuant to this Section 2.14 that is not pro rata among all Lenders, (x) the Borrower shall prepay all outstanding Loans in their entirety, together with any breakage fees and funding losses that are required to be paid pursuant to Section 2.11, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article IV, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, and (y) effective upon such increase, the addition amount of the unfunded participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such Commitments.
(f) Each supplement or joinder agreement referred that, after giving effect to such adjustments, the Lenders shall hold unfunded participations in clause (d)(i) above may, without the consent each such Letter of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, Credit in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 proportion its respective Commitment bears to the contraryaggregate Commitments after giving effect to such increase.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or Commitment to up to $250,000,000 (the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving any such increase, the “Additional Commitment Amount”) through additional Commitments shall not exceed $25,000,000 in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facility.
(b) The applicable Borrower may designate a bank from existing Lenders or other financial institution institution(s) or Person(s) acceptable (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed) to the Administrative Agent (an “Additional Lender”). No Lender (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. The sum of the increases in the Commitments of the existing Lenders plus the Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(db) An Incremental Revolving increase in the Aggregate Commitment pursuant to this Section 2.22 2.8 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with Notes evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ec) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments Commitment Amount added through such agreement supplement or joinder and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such CommitmentsAdditional Commitment Amount.
(fd) Each supplement or joinder agreement referred Upon any increase in the amount of the Aggregate Commitment pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.8 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent then current Interest Period with respect thereto, in the case of any LIBOR Loans then outstanding, all outstanding Loans shall be reallocated ratably among the Lenders (including Additional Lenders) such that all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the Borrowersamount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to effect such adjustments, the provision Lenders shall hold participations in each such Letter of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 Credit in proportion to the contrarytheir respective Commitments.
Appears in 1 contract
Samples: Credit Agreement (Unit Corp)
Increase of Commitments; Additional Lenders. (a) So long as no Potential Default or Event of Default has occurred and is continuing, Borrower may, from time to time after the Closing Date, either Borrower maytime, upon at least ten days’ written prior notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who which shall promptly provide a copy of such notice to notify each LenderLender following its receipt thereof), propose to increase the Aggregate SBAC Revolving total Commitments or up to an amount in each instance not less than $50,000,000, but in no event by more than an amount that would cause the Aggregate SBF Revolving total Commitments to exceed $750,000,000 (eachthe amount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that . Each Lender shall have the aggregate right for a period of 15 days following receipt of such notice to elect by written notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount equal to its pro rata share of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Commitment or its other obligations under this Agreement or the other Credit Documents, any Incremental Facilitydecision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender and any Lender which does not respond within such 15 day period shall be deemed to have advised the Administrative Agent and the Borrower that it elected not to increase its Commitment.
(b) If any one or more Lenders shall elect not to increase its Commitment pursuant to subsection (a) of this Section (each a “Non-Consenting Lender”), the Administrative Agent shall, promptly after the end of such 15-day period or promptly after the date the Administrative Agent shall have received all Lenders’ related election, whichever shall occur first, notify all other Lenders (the “Consenting Lenders”) of the amount of the Additional Commitment Amount that remains unsubscribed (the “Unsubscribed Amount”). Each such Consenting Lender shall have the right for a period of 10 days following receipt of such notice to elect by written notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount up to the remaining Unsubscribed Amount. The applicable sum of the increases in the Commitments of the Consenting Lenders pursuant to subsections (a) and (b) shall not in the aggregate exceed the Additional Commitment Amount; provided, however, that if accepted by the Borrower, and subject to the right of any Consenting Lender to promptly revoke its prior election to increase its Commitment in such event, such increases in the Commitments of the Consenting Lenders may exceed the Unsubscribed Amount (but shall in no event cause the total Commitments in effect to exceed $750,000,000). If the sum of the additional increases in the Commitments of the Consenting Lenders pursuant to this subsection (b) exceeds the Unsubscribed Amount, or any greater amount accepted by the Borrower as provided in the immediately preceding sentence, then the additional increases in Commitments pursuant to this subsection (b) shall be reduced pro-rata such that amount of the Consenting Lenders’ Commitments increased pursuant to this subsection (b) shall not exceed the Unsubscribed Amount or such greater amount, as applicable.
(c) If the Consenting Lenders shall not increase their Commitments pursuant to subsection (a) and (b) of this Section in an amount equal to the Additional Commitment Amount, then not later than 10 days prior to the effective date of the increase in the Commitments the Borrower may designate a bank in writing to the Administrative Agent other banks or other financial institution institutions which at the time agree to become parties to this Agreement (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, each an “Additional Lender”); provided, which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution must be acceptable to the Administrative Agent. The sum of the increases in the Commitments of the Consenting Lenders pursuant to subsections (a) and (b), which acceptance will not be unreasonably withheld or delayed.
(c) In plus the case Commitments of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitmentpursuant to this subsection (c); and
(ii) , shall not in the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including aggregate exceed the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation)Commitment Amount.
(d) An Incremental Revolving Commitment increase in the aggregate amount of the Commitments pursuant to this Section 2.22 2.6 shall become effective upon the receipt by the Administrative Agent of:
of (i) a supplement or joinder an agreement in form and substance reasonably satisfactory to the Administrative Agent executed signed by the Borrowers and Borrower, by each Additional Lender and by each Consenting Lender, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) Commitments as the Administrative Agent may reasonably request, and (bii) will be satisfied before Notes executed and after giving effect to delivered by the incurrence of the Incremental Facility Borrower for each Consenting Lender and (B) after giving effect to each Additional Lender, evidencing such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Lenders’ Commitments.
(e) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, total Commitments shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I 2 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitmentsadditional Commitments and Additional Lenders, as applicable.
(f) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.6 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Borrowings then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Borrowings then outstanding, the Borrower shall prepay such Borrowings in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article V, the Borrower shall reborrow Borrowings from the Lenders (including any Additional Lenders) in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Borrowings are held by the Lenders (including any Additional Lenders) in such proportion and (y) effective upon such increase, the amount of the participations held by the Lenders (including any Additional Lenders) in the LC Outstandings shall be adjusted such that, after giving effect to such adjustments, each Lender (including each Additional Lender) shall hold participations in each such LC Outstandings in the proportion its respective Commitment bears to the aggregate Commitments after giving effect to such increase.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So Subject to the terms and conditions of this Section 2.24, and so long as no Default or Event of Default has occurred and is continuing, the Borrower may, by written notice to the Administrative Agent from time to time after time, request an increase in the Closing DateAggregate Revolving Commitments by an amount not to exceed $50,000,000 in the aggregate (the amount of any such increase, either Borrower maythe “Additional Commitment Amount”), upon at least ten days’ written resulting in Aggregate Revolving Commitments of not greater than $150,000,000. Such notice shall set forth (i) the amount of the Additional Commitment Amount being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 (unless otherwise approved by the Administrative Agent)) and (ii) the date on which the Additional Commitment Amount is requested to become effective (which shall not be less than 30 days (or such shorter period of time as the Administrative Agent may agree agree) nor more than 60 days after the date of such notice).
(b) For a period of ten Business Days following receipt of such notice, each Lender shall have the right to in its sole discretion) elect by written notice to the Borrower and the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(bc) The applicable If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section 2.24, the other Lenders may increase their Revolving Commitments by an aggregate amount up to such unsubscribed Revolving Commitment. If the other Lenders choose not to subscribe to the entire amount, then the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to extend such Incremental Facilitybecome a party to this Agreement; provided provided, however, that any new bank or financial institution must be reasonably acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld withheld, conditioned or delayed.
. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (c) In plus the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to of the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) shall not in the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by aggregate exceed the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate of a Responsible Officer of the applicable Borrower to the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the unsubscribed amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such CommitmentsAdditional Commitment Amount.
(f) Each supplement or joinder agreement referred to in clause (d)(i) above may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to the contrary.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuingcontinuing and the Borrower would be in pro forma compliance with the financial covenants set forth in Article VI after giving effect thereto, from time to time after the Closing Date, either Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments to establish one or more new additional term loans (each, an “Incremental Revolving Commitment” or Term Loan”) by an “Incremental Facility”); provided that amount not to exceed $30,000,000 (the aggregate amount of all any such increase or the principal amount of any such Incremental Term Loan, the “Additional Commitment Amount”) and in a minimum amount of at least $3,000,000 or a larger multiple of $1,000,000. With respect to any increase in the Aggregate Revolving Commitments or any Incremental Term Loans, each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitment or provide Incremental Term Loans by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. With respect to any Incremental Term Loan, (x) the final maturity date shall be no earlier than the latest Maturity Date for any then existing Term Loan, (y) the weighted average life to maturity of such Incremental Term Loan shall not exceed $25,000,000 in be shorter than the aggregate over weighted average life to maturity of any then existing Term Loan and (z) the term of this AgreementApplicable Margin for the Incremental Term Loan shall not be more than 75 basis points (0.75%) more than the Applicable Margin with respect to any then existing Term Loan, unless the Applicable Margin for any then existing Term Loan is increased to the Applicable Margin for the Incremental Term Loan minus 75 basis points (0.75%). No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or provide any Incremental FacilityTerm Loan Commitment, and any decision by a Lender to increase its Revolving Commitment or provide any Incremental Term Loan Commitment shall be made in its sole discretion independently from any other Lender. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment or provide any Incremental Term Loan Commitment within fifteen (15) days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment or provide any Incremental Term Loan Commitment.
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment or to provide any Incremental Term Loan Commitment pursuant to subsection (a) of this Section 2.23, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Revolving Commitment and/or provide an Incremental Facility Term Loan Commitment, as applicable, and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be reasonably acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments and/or the principal amount of Incremental Term Loans of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments and/or the principal amount of Incremental Term Loans of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than the establishment of any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment Term Loan pursuant to this Section 2.22 2.23 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender providing an increased Revolving Commitment or Incremental Term Loan Commitment, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) hereof and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the increase in the Revolving Commitments and/or Incremental Facility, and
(iii) a certificate Term Loan and such opinions of a Responsible Officer of counsel for the applicable Borrower to with respect thereto as the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, Commitments shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement supplement or joinder and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.23 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five (5) Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten 30 days’ ' written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or to an amount not to exceed $625,000,000 (the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental any such increase, the "Additional Commitment Amount"). Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitments shall not exceed $25,000,000 in Commitment by a principal amount equal to its Pro Rata Share of the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section 2.21, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (an "Additional Lender"), become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be reasonably acceptable to the Administrative Agent, which acceptance will . The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not be unreasonably withheld or delayedin the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.21 shall become effective upon the receipt by the Administrative Agent of:
(i) a of an supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers Borrower and by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with Notes evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.21 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Northern Border Partners Lp)
Increase of Commitments; Additional Lenders. The Borrower shall have the right from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments or establish one or more additional term loans (each such term loan, an “Incremental Term Loan”) by up to $75,000,000 pursuant to an agreement in writing entered into by the Borrower, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such increase in the Aggregate Revolving Commitments or Incremental Term Loan (and, for the avoidance of doubt, shall not require the consent of any other Lender) (each an “Incremental Facility Amendment”), provided that:
(a) So long as no Default or Event of Default has shall have occurred and be continuing on the date on which such increase in the Aggregate Revolving Commitments or Incremental Term Loan is continuing, from time to time after become effective;
(b) such increase in the Closing Date, either Borrower may, upon at least ten days’ written notice Aggregate Revolving Commitments or Incremental Term Loan shall be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (or such shorter period of time lesser amounts as the Administrative Agent may agree to in its sole discretion);
(c) to such increase in the Aggregate Revolving Commitments or Incremental Term Loan shall be effective only upon receipt by the Administrative Agent of (who shall promptly provide x) additional Revolving Commitments in a copy corresponding amount of such notice to each Lender), propose to requested increase in the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Incremental Term Loan Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facility.
(b) The applicable Borrower may designate a bank or other financial institution (which may be, but need not be, from either existing Lenders and/or one or more of the existing Lenders) to extend other institutions that qualify as assignees under Section 11.4 (each such Incremental Facility (eachinstitution, an “Additional Lender”)) and which are approved (such approval not to be unreasonably withheld or delayed) by the Administrative Agent and with respect to any Additional Lender providing a Revolving Commitment, which at each of the time agrees Issuing Bank and the Swingline Lender and (y) documentation from each existing Lender or Additional Lender providing an additional Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement to extend such provide an additional Revolving Commitment and/or Incremental Facility; provided however, that any new bank or financial institution must be Term Loan Commitment and its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed.
(c) In the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).;
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
shall have received all documents (iincluding resolutions of the board of directors of the Loan Parties and customary opinions of counsel to the Loan Parties, if required to be provided by the Lenders providing such additional Revolving Commitments or such Incremental Term Loan Commitment) a supplement it may reasonably request relating to the corporate or joinder other necessary authority for such increase in the Aggregate Revolving Commitments or establishment of such Incremental Term Loan and the validity of such increase in the Aggregate Revolving Commitments or establishment of such Incremental Term Loan, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,Agent;
(ii) evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate of a Responsible Officer of the applicable Borrower to the effect that (Ae) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating compliance with the incurrence of the Incremental Facility and (B) financial covenants hereunder after giving effect to such increase and in the payment of any related feesAggregate Revolving Commitments (assuming, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(edemonstration, that all Revolving Commitments, as increased, are fully drawn) Upon the acceptance of any such agreement by or Incremental Term Loan on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent, ;
(if) if any Revolving Loans are outstanding at the time of the increase in the Aggregate SBAC Revolving Commitment Amount or Commitments, the Aggregate SBF Revolving Commitment AmountBorrower shall, as if applicable, shall automatically prepay one or more existing Revolving Loans (such prepayment to be increased by the subject to Section 2.19) in an amount of the Incremental Revolving Commitments added through necessary such agreement and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders that after giving effect to the addition increase in the Aggregate Revolving Commitments, each Lender will hold its Pro Rata Share of outstanding Revolving Loans;
(g) any increase in the Aggregate Revolving Commitments under this Section 2.23 shall have terms identical to those for the Revolving Loans under this Agreement, except for fees payable to the Lenders providing commitments for such increase in the Aggregate Revolving Commitments;
(h) amortization, pricing and use of proceeds applicable to any Incremental Term Loan shall be as set forth in the definitive documentation therefor; provided that (i) any such Incremental Term Loan shall have a final maturity date that is coterminous with or later than the Revolving Commitment Termination Date and the Maturity Date of each then outstanding Term Loan, (ii) the weighted average life to maturity of such Commitments.Incremental Term Loan shall not be less than the weighted average life to maturity of the Term Loan A or any other then-existing Incremental Term Loan and (iii) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding arrangement, structuring and underwriting fees paid or payable to the Arrangers or their Affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the Term Loan A or any then outstanding Incremental Term Loan (it being understood that interest on the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement);
(fi) Each supplement or joinder agreement referred all conditions precedent to the making of a Loan and/or the issuance of a Letter of Credit set forth in clause (d)(i) above may, without Section 3.2 shall have been satisfied at the consent time of any increase in the Aggregate Revolving Commitments (even if there is no Borrowing thereunder on such date);
(j) no Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other Lenders, effect such amendments to obligations under this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22or provide any Incremental Term Loan, and any decision by a Lender to increase its Revolving Commitment or provide any Incremental Term Loan shall be made in its sole discretion independently from any other Lender; and
(k) neither the Arrangers nor any Lender shall have any responsibility for the avoidance of doubtarranging any such increased or additional Revolving Commitments or Incremental Term Loans without their prior written consent and subject to such conditions, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to the contraryincluding fee arrangements, as they may provide in connection therewith.
Appears in 1 contract
Samples: Credit Agreement (Primo Water Corp)
Increase of Commitments; Additional Lenders. (a) So From time to time after the Effective Date, so long as no Default or Event of Default has occurred and is continuing, from time to time after continuing on the Closing applicable Commitment Increase Effective Date, either the Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender)Agent, propose elect to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments in minimum increments of $10,000,000 up to a maximum aggregate amount (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that after giving effect thereto) of $600,000,000. In no event shall the aggregate amount Commitments of all Incremental Revolving Commitments shall not Lenders exceed $25,000,000 in the aggregate over the term of this Agreement. No Lender shall have 600,000,000 at any obligation to extend any Incremental Facilitytime.
(b) The applicable Borrower may designate a bank one or more banks or other financial institution institutions (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agree to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Commitment and, in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that (i) any new bank or financial institution that is not an existing Lender must be acceptable to the Administrative AgentAgent and the Issuing Banks, which acceptance will not be unreasonably withheld or delayeddelayed and (ii) the Commitment of each Additional Lender must be at least $5,000,000. No Lender shall have any obligation whatsoever to agree to increase its Commitment.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.16 shall become effective (the “Commitment Increase Effective Date”) upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed Joinder Agreement signed by the Borrowers and Borrower, by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of by each Additional other Lender to become a party to this Agreement and whose Commitment is to be bound by all the terms and provisions hereof,
(ii) increased, together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facilityincrease in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Commitments as the Administrative Agent may reasonably request. Promptly after any Commitment Increase Effective Date, and
(iii) the Administrative Agent will provide the Lenders a certificate copy of a Responsible Officer of Schedule II to the applicable Borrower to Joinder Agreement listing the effect that (A) the conditions set forth in Section 4.2(a) Commitments and (b) will be satisfied before and Ratable Percentages of each Lender after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Increase Effective Date.
(ed) Upon the acceptance of any such agreement Joinder Agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, Commitments shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement Joinder Agreement and (ii) Schedule I the Commitments of each Lender whose Commitment is being increased set forth on the signature pages hereto shall automatically be deemed amended to be updated to reflect the Commitments increased amount of all Lenders such Lender’s Commitment after giving effect to the addition of such CommitmentsJoinder Agreement.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.16 that is not pro rata among all Lenders, effect such amendments to this Agreement and (x) the other Loan Documents as may be necessaryBorrower, in the reasonable opinion of the Administrative Agent and the BorrowersLenders shall as of the effective date of such increase make adjustments to the outstanding principal amount of Advances (but not any interest accrued thereon or any accrued fees prior to such date), including, subject to the conditions specified in Section 3.02, the borrowing of additional Advances hereunder and the repayment of Advances plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Advances by the Lenders in proportion to their respective Commitments after giving effect to such increase, together with any breakage fees and funding losses that are required to be paid pursuant to Section 2.06 and Section 2.10, and each Lender shall be deemed to have made an assignment of its outstanding Advances and Commitments, and assumed outstanding Advances and Commitments of other Lenders as of the effective date of such increase as may be necessary to effect the provision of this Section 2.22foregoing, and for (y) effective upon such increase, the avoidance amount of doubtthe unfunded participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, this Section 2.22 after giving effect to such adjustments, the Lenders shall supersede any provisions hold unfunded participations in each such Letter of Sections 2.20 or 11.2 Credit in the proportion its respective Commitment bears to the contraryaggregate Commitments after giving effect to such increase.
Appears in 1 contract
Samples: Revolving Credit Agreement (Pride International Inc)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower the Borrowers may, upon at least ten days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or incur an incremental term loan (an “Incremental Term Loan” or and collectively with any Incremental Revolving Commitment, an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans shall not exceed $25,000,000 50,000,000 in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facility.
(b) The applicable Borrower Borrowers may designate a bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed.
(c) In in the case of each Incremental Term Loan:
(i) such Incremental Term Loan will mature no earlier than the Term Loan Maturity Date and will not have a shorter average life to maturity than the remaining average life to maturity of the Initial Term Loans;
(ii) the Applicable Margin and pricing grid, if applicable, for such Incremental Term Loan shall be determined by the Borrowers and the lenders of such Incremental Term Loan; provided that if the Applicable Margin in respect of any Incremental Term Loan exceeds the Applicable Margin for the Initial Term Loan by more than 0.50%, then the Applicable Margin for the Initial Term Loan shall be increased so that the Applicable Margin in respect of such Initial Term Loan is equal to the Applicable Margin for the Incremental Term Loan minus 0.50%; provided further, in determining the Applicable Margin(s) applicable to each Incremental Term Loan and the Applicable Margin(s) for the Initial Term Loan, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID with OID being equated to interest based on assumed four-year life to maturity or such lesser remaining life to maturity (if less than four years)) payable by the Borrowers to the Lenders under such Incremental Term Loan or the Initial Term Loan in the initial primary syndication thereof shall be deemed to constitute additional Applicable Margin, (2) if such Incremental Term Loan includes any LIBOR or Base Rate “floor”, and such floor is applicable to the Incremental Term Loan on the date of determination, then such applicable amount shall be equated to Applicable Margin and (3) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Initial Term Loan or to one or more arrangers (or their affiliates) of any Incremental Term Loan shall be excluded from such calculation;
(iii) except as expressly provided above, the terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Initial Term Loan, shall be reasonably satisfactory to the Administrative Agent and the Borrowers; and
(iv) the terms and conditions of any Incremental Term Loan, taken as a whole, shall not be materially more favorable to the Additional Lenders extending such Incremental Term Loan than the terms and conditions, taken as a whole, of the Initial Term Loans, except as expressly provided above.
(d) in the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving and the Pro Rata Share of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Revolving Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Revolving Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocationreallocation and the Borrowers shall pay any and all costs required pursuant to Section 2.18 in connection with such reallocation as if such reallocation were a repayment).
(de) An Incremental Revolving Commitment or an Incremental Term Loan pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments and/or Incremental Term Loans of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) evidence of appropriate corporate authorization on the part of the applicable Borrower Borrowers with respect to the Incremental Facility, and
(iii) a certificate of a Responsible Officer of the applicable Borrower Borrowers to the effect that (A) the conditions set forth in Section 4.2(a), (b) and (bc) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers Borrower would be in compliance on a pro forma basis Pro Forma Basis with the covenants set forth in Section 6.17 ARTICLE VII (after giving effect to 57 any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(ef) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement, (ii) the Term Loans shall automatically be increased by the amount of the Incremental Term Loan added through such agreement and (iiiii) Schedule I II shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(fg) Each supplement or joinder agreement referred to in clause (d)(ie)(i) above may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to the contrary.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten 30 days’ ' written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (each, by an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount not to exceed the Additional Commitment Amount. Each Lender shall have the right for a period of all Incremental 10 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitments shall not exceed $25,000,000 in Commitment by a principal amount equal to its Pro Rata Share of the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section 2.24, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (an "Additional Lender"), become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed.
(c) In . The sum of the case increases in the Revolving Commitments of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Lenders pursuant to this subsection (b) plus the Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to of the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) shall not in the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by aggregate exceed the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate of a Responsible Officer of the applicable Borrower to the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the previously unsubscribed amount of the Incremental Revolving Commitments added through such agreement and Additional Commitment Amount pursuant to subsection (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitmentsa).
(f) Each supplement or joinder agreement referred to in clause (d)(i) above may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to the contrary.
Appears in 1 contract
Samples: Revolving Credit Agreement (Haverty Furniture Companies Inc)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing DateDate and provided that (a) at the time of and immediately after giving effect to any such proposed increase, either no Default or Event of Default shall exist, all representations and warranties of each Borrower set forth in the Credit Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and, since September 30, 2020, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (b) Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or up to an aggregate amount not to exceed $100,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that the aggregate amount of all Incremental Revolving . All Additional Commitments shall not exceed $25,000,000 in have the aggregate over same terms and conditions applicable to the term Commitments established on the Closing Date including without limitation, as to yield, maturity and amortization. The Lenders shall have the right, for a period of this Agreement20 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase their Commitments by a principal amount equal to the Additional Commitment Amount, subject to allocations agreed by the Borrower and the Administrative Agent. No Lender (or any successor thereto) shall have any obligation to extend increase its Commitment or its other obligations under this Agreement and the other Credit Documents, and any Incremental Facilitydecision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If the Lenders do not commit to increase the Commitments by the entire Additional Commitment Amount pursuant to subsection (a) of this Section 2.21, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”)) to become a party to this Agreement; provided, which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the Additional Commitment Amount.
(c) In An increase in the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Aggregate Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment Amount pursuant to this Section 2.22 2.21 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers Borrower and by each Additional Lender and by each existing Lender whose Commitment is to be increased, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added or increased through such agreement and (ii) Schedule I II shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition and increase of such Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the Aggregate Commitment Amount pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.21 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessarywithin five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any EurodollarSOFR Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the provision of Lenders in proportion to their respective Commitments after giving effect to such increase. Prepayments made under this Section 2.22, and for the avoidance of doubt, this Section 2.22 2.21(e) shall supersede any provisions of Sections 2.20 or 11.2 not be subject to the contrarynotice requirements of Section 2.9.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, upon at least ten days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (Agent, who shall promptly provide a copy of such notice to each Lender)notify the Lenders, propose to increase the Aggregate SBAC Revolving Commitments or up to an amount not to exceed $450,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an “Incremental Revolving Commitment” or an “Incremental Facility”the "Additional Commitment Amount"); provided . Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. In the event that the aggregate amount to which the Lenders are willing to increase the Commitments is less than the Additional Commitment Amount based on the written notices delivered by the Lenders to the Administrative Agent, the Administrative Agent shall offer to the Lenders who have agreed to increase their Commitments the opportunity to further increase their Commitments up to an amount equal to the Additional Commitment Amount. Each such Lender shall promptly respond in writing to the Administrative Agent of whether it will agree to further increase its Commitment and by what amount it will agree to further increase its Commitment. Within five (5) Business Days after receipt of all Incremental Revolving Commitments responses from such Lenders, the Administrative Agent shall not exceed $25,000,000 inform the Borrower and all Lenders in writing of the aggregate over the term of this Agreementamount by which each Lender will increase its Commitment. No Lender (or any successor thereto) shall have any obligation to extend increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Decisions to increase a Commitment must be affirmatively communicated in writing and shall not be presumed based upon a failure to respond to Borrower's request.
(b) The applicable If the existing Lenders do not elect to increase the Aggregate Commitments by the Additional Commitment Amount pursuant to subsection (a) of this Section, the Borrower may designate a bank or other financial institution shall have the right, within ninety days (which may be90) after receipt of such notice from the Administrative Agent, but need not be, to obtain additional Commitments from one or more of the existing Lenders) to extend such Incremental Facility other banks or financial institutions (each, an “"Additional Lender”)") to the extent necessary to increase the Aggregate Commitments by the Additional Commitment Amount; provided, which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution each Additional Lender must (i) be acceptable to the Administrative Agent and (ii) become a party to this Agreement pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent, which acceptance will . The sum of the increases in the Commitments of the existing Lenders pursuant to subsection (a) plus the Commitments of the Additional Lenders shall not be unreasonably withheld or delayedin the aggregate exceed the Additional Commitment Amount.
(c) In Increases in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.21 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder of each agreement in form and substance reasonably satisfactory to the Administrative Agent executed signed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Administrative Agent may reasonably request. Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, Commitments shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule Annex I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(fd) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.21 that is not pro rata among all Lenders, (x) effective upon such increase, the Borrower shall be deemed to have prepaid all outstanding Loans in their entirety and reborrowed Loans from the Lenders in proportion to their respective Commitments after giving effect to such amendments increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be deemed adjusted such that, after giving effect to this Agreement and such adjustments, the other Loan Documents as may be necessary, Lenders shall hold participations in each such Letter of Credit in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 proportion its respective Commitment bears to the contraryaggregate Commitments after giving effect to such increase.
Appears in 1 contract
Samples: Revolving Credit Agreement (Kaneb Pipe Line Partners L P)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, Effective Date and upon at least ten 20 days’ written notice to the Administrative Agent (or such shorter period of time as the Administrative Agent and Company may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lenderagree), propose the Company may elect to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate Credit Commitment Amount up to a total amount of all Incremental Revolving Commitments shall not to exceed $25,000,000 1,500,000,000 at any time in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facilityeffect.
(b) The applicable Borrower Company may designate a bank one or more banks or other financial institution institutions (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agree to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution that is not an existing Lender must be acceptable to the Administrative Agent, the Swingline Lender and/or the Issuing Banks (in each case, which acceptance will not be unreasonably withheld or delayed) if the consent of the Administrative Agent, the Swingline Lender or the Issuing Banks, as the case may be, would be required to effect an assignment under Section 10.10(b). No Lender shall have any obligation whatsoever to agree to increase its Commitment.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.14 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed Joinder Agreement signed by the Borrowers and Company, by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of by each Additional other Lender to become a party to this Agreement and whose Commitment is to be bound by all the terms and provisions hereof,
(ii) increased, together with such evidence of appropriate corporate authorization on the part of the applicable Borrower Company with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower Company with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Credit Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I the Commitment amounts of each Lender set forth on the signature pages hereto shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitmentsbe updated.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.14 that is not pro rata among all Lenders, effect such amendments to this Agreement and (x) the other Loan Documents as may be necessaryBorrowers, in the reasonable opinion of the Administrative Agent and the BorrowersLenders shall as of the effective date of such increase make adjustments to the outstanding principal amount of Revolving Loans (but not any interest accrued thereon or any accrued fees prior to such date), including, subject to the conditions specified in Section 4.2, the borrowing of additional Revolving Loans hereunder and the repayment of Revolving Loans plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by the Lenders in proportion to their respective Commitments after giving effect to such increase, together with any breakage fees and funding losses that are required to be paid pursuant to Section 2.11, and each Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and Commitment, and assumed outstanding Revolving Loans and Commitments of other Lenders as of the effective date of such increase as may be necessary to effect the provision of this Section 2.22foregoing, and for (y) effective upon such increase, the avoidance amount of doubtthe unfunded participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, this Section 2.22 after giving effect to such adjustments, the Lenders shall supersede any provisions hold unfunded participations in each such Letter of Sections 2.20 or 11.2 Credit in the proportion its respective Commitment bears to the contraryaggregate Commitments after giving effect to such increase.
Appears in 1 contract
Samples: Revolving Credit Agreement (Noble Corp / Switzerland)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing DateDate and provided that the Borrower shall have received all consents, either approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of Borrower, Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or to an aggregate amount not to exceed $300,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that . Each Lender shall have the aggregate right, for a period of 20 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount equal to its Pro Rata Share of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Commitment or its other obligations under this Agreement and the other Credit Documents, and any Incremental Facilitydecision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall not elect to increase its Commitment pursuant to subsection (a) of this Section 2.21, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the Additional Commitment Amount.
(c) In An increase in the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Aggregate Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment Amount pursuant to this Section 2.22 2.21 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers Borrower and by each Additional Lender and by each existing Lender whose Commitment is to be increased, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added or increased through such agreement and (ii) Schedule I II shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition and increase of such Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the Aggregate Commitment Amount pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.21 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessarywithin five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either the Borrower may, upon at least ten days’ by written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Senior Revolving Commitments or to an amount not to exceed $110,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that . At the aggregate election of the Borrower, if specified in such notice, each Lender shall have the right for a period of 15 Business Days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Senior Revolving Commitment by a principal amount equal to its Pro Rata Share of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Senior Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Senior Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If the Borrower elected to not offer each Lender the right to elect to increase its Senior Revolving Commitment pursuant to subsection (a) of this Section 2.21, or if any Lender shall not make such election, the Borrower may accept from any Lender or Lenders, on a non-pro rata basis, an increase in its or their Senior Revolving Commitment or may designate a another bank or other financial institution that is not an existing Lender (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”)) to become a party to this Agreement and make a Senior Revolving Commitment, which in each case if such Lender or Additional Lender at the time agrees to extend such Incremental Facilityto; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Senior Revolving Commitments of the existing Lenders pursuant to subsection (a), if applicable, and this subsection (b) plus the Senior Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Senior Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.21 shall become effective upon the receipt by the Administrative Agent of:
(i) a of an supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Senior Revolving Commitment is to be increased, setting forth the Incremental new Senior Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with Senior Revolving Credit Notes evidencing such increase in the Senior Revolving Commitments, and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Senior Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Senior Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Senior Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Senior Revolving Commitments added through such agreement supplement or joinder and (ii) Schedule I II shall automatically be deemed amended to reflect the Senior Revolving Commitments of all Lenders after giving effect to the addition of such Senior Revolving Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Senior Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.21 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Senior Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Senior Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (NGP Capital Resources Co)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time on or after the Closing Date, either Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or Commitment Amount by an amount not to exceed $100,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that . Each Lender shall have the aggregate right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Any Lender that fails to deliver written notice electing to increase its Revolving Commitment within such 15 days shall be deemed to have elected not to participate in such increase.
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative AgentAgent and Lead Arranger, which each of whose acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.23 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder of an agreement in form and substance reasonably satisfactory to the Administrative Agent executed signed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule Annex I shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.23 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article 3, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in the proportion its respective Revolving Commitment bears to the aggregate Revolving Commitments after giving effect to such increase.
Appears in 1 contract
Samples: Revolving Credit Agreement (Watson Wyatt & Co Holdings)
Increase of Commitments; Additional Lenders. (a) So To the extent that the aggregate principal amount of all Commitments is less than $175,000,000 and so long as no Default or Event of Default has occurred and is continuing, Borrower may, from time to time after the Closing Date, either Borrower may, Date and in any event upon at least ten 5 days’ ' prior written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or such that the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall after giving effect to such increase does not exceed $25,000,000 in 175,000,000 (the aggregate over amount of any such increase, the term of this Agreement"Additional Revolver Amount"). No Lender (or any successor thereto) shall have any obligation to extend increase either its Commitments or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Commitments shall be made in its sole discretion independently from any other Lender.
(b) The applicable Borrower may designate a bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Commitments, and in the case of any other such Person (an "Additional Lender"), become a party to extend such Incremental Facilitythis Agreement and provide a new Commitment; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Revolver Amount.
(c) In An increase in the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.28 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder of an agreement in form and substance reasonably satisfactory to the Administrative Agent executed signed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Commitments are to be increased, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, Commitments shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement Additional Revolver Amount and (ii) Schedule Annex I shall automatically be deemed amended to reflect the new Commitments of all Lenders after giving effect to the addition of such Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.28 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within 5 Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurocurrency Loan then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow such Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Revolving Loans are held by the Lenders in such proportion and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in the proportion its respective Revolving Commitment bears to the Aggregate Revolving Commitments after giving effect to such increase.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So At any time before the Commitment Termination Date, so long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower Representative may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender)Agent, propose to increase the Aggregate SBAC US Revolving Commitments or the Aggregate SBF by an aggregate amount not to exceed $460,000,000 (for an aggregate amount of Revolving Commitments (eachincluding all Bond Purchase Facilities) up to $1,500,000,000) (the amount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”), of which up to $50,000,000 may be applied to increase the Canadian Revolving Commitments; provided however that the aggregate amount of all Incremental Revolving Commitments shall Additional Commitment Amount may not exceed $25,000,000 in 210,000,000 without the aggregate over prior written consent of the term of this AgreementAdministrative Agent. No Lender (or any successor thereto) shall have any obligation to extend increase its Commitments or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Commitments shall be made in its sole discretion independently from any other Lender.
(b) The applicable Borrower Representative may designate a bank or the banks and other financial institution institutions (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (eachprovide the incremental Revolving Commitments; provided, an “Additional Lender”), which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution that is not already a Lender (each, an “Additional Lender”) must be acceptable to the Administrative Agent and, with respect to an increase in the Canadian Revolving Commitments, the Canadian Funding Agent, which acceptance acceptances will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 4.17 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrowers, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental Revolving new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , and such evidence of appropriate corporate authorization on the part of the applicable Borrower Borrowers with respect to the Incremental Facilityincrease in the Commitments and such opinions of counsel for the Loan Parties with respect to the increase in the Commitments as the Administrative Agent may reasonably request. The Additional Commitment Amount, and
(iii) a certificate shall, on the date of a Responsible Officer the effectiveness of the applicable Borrower increase, be added to the effect then existing Revolving Commitments, and all extensions of credit pursuant thereto shall have the same terms as those that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect apply to the incurrence extensions of credit pursuant to the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental existing Revolving Commitment to be fully drawn for purposes of calculating such compliance)Commitments.
(ed) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement supplement or joinder, and (ii) Schedule I II shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments (and upon request of any party, the Administrative Agent will promptly circulate the updated Schedule II to all parties hereto).
(e) Upon any increase in the aggregate amount of the US Revolving Commitments pursuant to this Section 4.17 that is not pro rata among all US Lenders, (x) within five (5) Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans then outstanding, the US Borrowers shall prepay such Loans in their entirety and, to the extent the US Borrowers elect to do so and subject to the conditions specified in Article V, the US Borrowers shall reborrow Loans from the US Lenders in proportion to their respective US Revolving Commitments after giving effect to such increase, until such time as all outstanding US Loans are held by the US Lenders in proportion to their respective US Revolving Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each US Lender in each US Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the US Lenders shall hold participations in each such US Letter of Credit in proportion to their respective US Revolving Commitments.
(f) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Canadian Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 4.17 that is not pro rata among all Canadian Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five (5) Business Days, in the reasonable opinion case of any Canadian Prime Rate Loans then outstanding, the Canadian Borrowers shall prepay such Loans in their entirety and, to the extent the Canadian Borrowers elect to do so and subject to the conditions specified in Article V, the Canadian Borrowers shall reborrow Loans from the Canadian Lenders in proportion to their respective Canadian Revolving Commitments after giving effect to such increase, until such time as all outstanding Canadian Prime Rate Loans are held by the Canadian Lenders in proportion to their respective Canadian Revolving Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the Administrative Agent and participations held by each Canadian Lender in each Canadian Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Borrowers, Canadian Lenders shall hold participations in each such Canadian Letter of Credit in proportion to effect the provision of this Section 2.22, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to the contrarytheir respective Canadian Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Macquarie Infrastructure CO LLC)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower may, Effective Date and upon at least ten 20 days’ written notice to the Administrative Agent (or such shorter period of time as the Administrative Agent and Company may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lenderagree), propose the Company may elect to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate Credit Commitment Amount up to a total amount of all Incremental Revolving Commitments shall not to exceed $25,000,000 3,500,000,000 at any time in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facilityeffect.
(b) The applicable Borrower Company may designate a bank one or more banks or other financial institution institutions (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agree to, (i) in the case of any such Incremental Facility Person that is an existing Lender, increase its Commitment and (each, ii) in the case of any other such Person (an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution that is not an existing Lender must be acceptable to the Administrative Agent, the Swingline Lenders and/or the Issuing Banks (in each case, which acceptance will not be unreasonably withheld or delayed) if the consent of the Administrative Agent, the Swingline Lenders or the Issuing Banks, as the case may be, would be required to effect an assignment to such Person under Section 10.10(b). No Lender shall have any obligation whatsoever to agree to increase its Commitment.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.14 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed Commitment Increase Agreement signed by the Borrowers and Company, by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of by each Additional other Lender to become a party to this Agreement and whose Commitment is to be bound by all the terms and provisions hereof,
(ii) increased, together with such evidence of appropriate corporate authorization on the part of the applicable Borrower Company with respect to the Incremental Facility, and
(iii) a certificate increase in the Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower Company with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement Commitment Increase Agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Credit Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I 1A attached hereto shall be automatically be deemed amended updated to reflect the Commitments Commitment amounts of all Lenders each Lender immediately after giving effect to the addition of such CommitmentsCommitment Increase Agreement.
(fe) Each supplement or joinder agreement referred to in clause (d)(i) above may, without On the consent effective date of any other increase in the aggregate amount of the Commitments pursuant to this Section 2.14 that is not pro rata among all Lenders, effect such amendments to this Agreement and (i) the other Loan Documents as may be necessaryBorrowers, in the reasonable opinion of the Administrative Agent and the BorrowersLenders shall make adjustments to the outstanding principal amount of Revolving Loans (but not any interest accrued thereon or any accrued fees prior to such date), including the repayment of Revolving Loans plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by the Lenders in proportion to their respective Percentages immediately after giving effect to such increase, together with any breakage fees and funding losses that are required to be paid pursuant to Section 2.11, and each Lender shall be deemed to have automatically made an assignment of its outstanding Revolving Loans, and assumed outstanding Revolving Loans of other Lenders as may be necessary to effect the provision of this foregoing (notwithstanding the requirements set forth in Section 2.2211.10), and for (ii) the avoidance amount of doubtthe unfunded participations held by each Lender in each Letter of Credit and Swingline Loan then outstanding shall be adjusted such that, this Section 2.22 immediately after giving effect to such adjustments, the Lenders shall supersede any provisions hold unfunded participations in each such Letter of Sections 2.20 or 11.2 Credit and Swingline Loan in the proportion of its respective Percentage immediately after giving effect to the contrarysuch increase.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either the Borrower may, upon at least ten days’ by written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Senior Revolving Commitments or to an amount not to exceed $125,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that . At the aggregate election of the Borrower, if specified in such notice, each Lender shall have the right for a period of 15 Business Days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Senior Revolving Commitment by a principal amount equal to its Pro Rata Share of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Senior Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Senior Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If the Borrower elected to not offer each Lender the right to elect to increase its Senior Revolving Commitment pursuant to subsection (a) of this Section 2.21, or if any Lender shall not make such election, the Borrower may accept from any Lender or Lenders, on a non-pro rata basis, an increase in its or their Senior Revolving Commitment or may designate a another bank or other financial institution that is not an existing Lender (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”)) to become a party to this Agreement and make a Senior Revolving Commitment, which in each case if such Lender or Additional Lender at the time agrees to extend such Incremental Facilityto; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Senior Revolving Commitments of the existing Lenders pursuant to subsection
(a) if applicable, and this subsection (b) plus the Senior Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Senior Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.21 shall become effective upon the receipt by the Administrative Agent of:
(i) a of an supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Senior Revolving Commitment is to be increased, setting forth the Incremental new Senior Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with Senior Revolving Credit Notes evidencing such increase in the Senior Revolving Commitments, and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Senior Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Senior Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Senior Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Senior Revolving Commitments added through such agreement supplement or joinder and (ii) Schedule I II shall automatically be deemed amended to reflect the Senior Revolving Commitments of all Lenders after giving effect to the addition of such Senior Revolving Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Senior Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.21 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Senior Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Senior Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (NGP Capital Resources Co)
Increase of Commitments; Additional Lenders. The Borrower shall have the right from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent (or twenty (20) days’ notice as set forth in clause (l) below), to increase the Aggregate Revolving Commitments or establish one or more additional term loans (each such term loan, an “Incremental Term Loan”) by up to $50,000,000, provided, that:
(a) So long no Default or Event of Default shall have occurred and be continuing on the date on which such increase in the Aggregate Revolving Commitments or Incremental Term Loan is to become effective;
(b) such increase in the Aggregate Revolving Commitments or Incremental Term Loan shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree in its discretion);
(c) such increase in the Aggregate Revolving Commitments or Incremental Term Loan shall be effective only upon receipt by the Administrative Agent of (x) additional Revolving Commitments in a corresponding amount of such requested increase in the Aggregate Revolving Commitments or Incremental Term Loan Commitments from either existing Lenders and/or one or more other institutions that qualify as assignees under Section 11.4 (each such institution, an “Additional Lender”) and which are reasonably acceptable to the Borrower, the Administrative Agent and, in the case of any increase in the Aggregate Revolving Commitments, the Issuing Banks and Swingline Lender and (y) documentation from each existing Lender or Additional Lender providing an additional Revolving Commitment or Incremental Term Loan Commitment evidencing its agreement to provide additional Revolving Commitment or Incremental Term Loan Commitment and/or its acceptance of the obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;
(d) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Loan Parties and opinions of counsel to the Loan Parties, if required to be provided by the Lenders, providing such additional Revolving Commitments or such Incremental Term Loan Commitments) it may reasonably request relating to the corporate or other necessary authority for such increase in the Aggregate Revolving Commitments or establishment of such Incremental Term Loan and the validity of such increase in the Aggregate Revolving Commitments or establishment of such Incremental Term Loan, and any other documents relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received a Pro Forma Compliance Certificate from a Responsible Officer of the Borrower demonstrating compliance with the financial covenants hereunder after giving effect to such increase in the Aggregate Revolving Commitments (assuming, for purposes of such demonstration, that all Revolving Commitments, as increased, are fully drawn) or Incremental Term Loan on a Pro Forma Basis in form and substance reasonably satisfactory to the Administrative Agent; provided, that, in the case of an Incremental Term Loan subject to the Incremental Funds Certain Provision, such compliance will be determined at the time the applicable Acquisition Agreement is entered into (but not more than ninety (90) days prior to the consummation of such Permitted Acquisition);
(f) if any Revolving Loans are outstanding at the time of the increase in the Aggregate Revolving Commitments, the Borrower shall, if applicable, have prepaid one or more existing Revolving Loans (such prepayment to be subject to Section 2.19) in an amount necessary such that after giving effect to the increase in the Aggregate Revolving Commitments, each Lender will hold its Pro Rata Share of outstanding Revolving Loans;
(g) any increase in the Aggregate Revolving Commitments under this Section 2.23 shall have terms identical to those for the Revolving Loans under this Agreement, except for any fees that may be payable to the Lenders providing commitments for such increase in the Aggregate Revolving Commitments;
(h) amortization, pricing and use of proceeds applicable to any Incremental Term Loan shall be as set forth in the definitive documentation therefor; provided that (i) any such Incremental Term Loan shall have a final maturity date that is later than the Revolving Commitment Termination Date and the Maturity Date of each then outstanding Term Loan, (ii) the weighted average life to maturity of such Incremental Term Loan shall be no earlier than the weighted average life to maturity of the Term Loan A or any other then-existing Incremental Term Loan and (iii) with respect to any Incremental Term Loan established on or before the second anniversary of the Effective Date, the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding arrangement, structuring and underwriting fees paid or payable to the Arranger or its Affiliates) applicable to such Incremental Term Loan shall not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the Term Loan A or any then outstanding Incremental Term Loan (it being understood that interest on the Term Loan A and any existing Incremental Term Loan may be increased to the extent necessary to satisfy this requirement);
(i) all conditions precedent to the making of a Loan and/or the issuance of a Letter of Credit set forth in Section 3.2 shall have been satisfied at the time of any increase in the Aggregate Revolving Commitments (even if there is no Borrowing thereunder on such date);
(j) no Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents or provide any Incremental Term Loan, and any decision by a Lender to increase its Revolving Commitment or provide any Incremental Term Loan shall be made in its sole discretion independently from any other Lender;
(k) neither the Arranger nor any Lender shall have any responsibility for arranging any such increased or additional Revolving Commitments or Incremental Term Loans without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith; and
(l) prior to the date of any increase in the Aggregate Revolving Commitments or establishment of an Incremental Term Loan, the Administrative Agent shall have received (and promptly furnished to the Lenders) (i) a completed “life of loan” Federal Emergency Management Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and appropriate Loan Party relating thereto if required) and (ii) proof of flood insurance under the insurance policies required by Section 5.8(d); provided, that, notwithstanding anything to the contrary contained herein, if there are any Mortgaged Properties at the time of any increase or establishment of any Incremental Term Loan, the Administrative Agent shall have received (and promptly furnished to the Lenders) notice from the Borrower of such increase at least twenty (20) days prior to the date of such increase or establishment of such Incremental Term Loan. Notwithstanding anything to the contrary in the foregoing, if the proceeds of any Incremental Term Loan are being used to finance a Permitted Acquisition made pursuant to an acquisition agreement, binding on the Borrower or any of its Subsidiaries, entered into in advance of the consummation thereof (an “Acquisition Agreement”), and the Borrower has obtained on or prior to the closing thereof binding commitments of Lenders and/or Additional Lenders to fund such Incremental Term Loan, then the conditions to the funding and incurrence of any such Incremental Term Loan shall be limited as follows: (A) the condition set forth in Section 3.2(b) shall apply only with respect to Specified Representations, (B) the representations and warranties in the Acquisition Agreement made by or with respect to the Acquired Business that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that the Borrower and/or any of its Subsidiaries, as applicable, has the right to terminate its or their obligations under the Acquisition Agreement or not consummate such Permitted Acquisition as a result of a breach of such representations in such Acquisition Agreement, and (C) the reference to “no Default or Event of Default” in Section 3.2(a) shall mean (1) the absence of a Default or Event of Default at the date the applicable Acquisition Agreement is executed and delivered and (2) the absence of a Specified Event of Default at the date the applicable Permitted Acquisition is consummated. For purposes of clarity, increases in the Aggregate Revolving Commitments shall not be subject at any time to the Incremental Funds Certain Provision. Nothing in the foregoing constitutes a waiver of any Default or Event of Default under this Agreement or of any rights or remedies of Lenders and the Administrative Agent under any provision of the Loan Documents. The provisions of this paragraph are collectively referred to in this Agreement as the “Incremental Funds Certain Provision”. For purposes of determining compliance on a Pro Forma Basis with the financial covenants in Article VI or other ratio requirement under this Agreement, or whether a Default or Event of Default has occurred and is continuing, in each case in connection with the consummation of a Permitted Acquisition using proceeds from time to time after the Closing Date, either Borrower may, upon at least ten days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or the Aggregate SBF Revolving Commitments (each, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided Term Loan that the aggregate amount of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this Agreement. No Lender shall have any obligation to extend any Incremental Facility.
(b) The applicable Borrower may designate a bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend such Incremental Facility (each, an “Additional Lender”), which at the time agrees to extend such Incremental Facility; provided however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed.
(c) In the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by each Additional Lender setting forth the Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and qualifies to be bound by all the terms and provisions hereof,
(ii) evidence of appropriate corporate authorization on the part of the applicable Borrower with respect subject to the Incremental FacilityFunds Certain Provision, and
(iii) a certificate the date of a Responsible Officer determination shall, at the option of the applicable Borrower to Borrower, be the effect that (A) the conditions set forth in Section 4.2(a) date of execution of such Acquisition Agreement, and (b) will such determination shall be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) made after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 Acquisition (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(f) Each supplement or joinder agreement referred to in clause (d)(i) above may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may transactions to be necessary, entered into in the reasonable opinion connection therewith (including any incurrence of the Administrative Agent Indebtedness and the Borrowersuse of proceeds thereof)) on a Pro Forma Basis, to effect the provision of this Section 2.22and, and for the avoidance of doubt, this Section 2.22 shall supersede any provisions if such financial covenants or other ratio requirement is subsequently breached as a result of Sections 2.20 fluctuations in the ratio that is subject of such financial covenants or 11.2 other ratio requirement (including due to fluctuations in Consolidated EBITDA of the Borrower or the EBITDA of the Acquired Business), at or prior to the contraryconsummation of such Acquisition (and the other transactions to be entered into in connection therewith), such financial covenants or other ratio requirement will not be deemed to have been breached as a result of such fluctuations solely for the purpose of determining whether such Acquisition (and the other transactions to be entered into in connection therewith) constitutes a Permitted Acquisition; provided; that (x) if the Borrower elects to have such determination occur at the time of entry into the applicable Acquisition Agreement (and not at the time of consummation of the Acquisition), (I) the Incremental Term Loan to be incurred shall be deemed incurred at the time of such election (unless the applicable Acquisition Agreement is terminated without actually consummating the applicable Permitted Acquisition (in which case such Acquisition and related Incremental Term Loan will not be treated as having occurred)) and outstanding thereafter for purposes of calculating compliance, on a Pro Forma Basis, with any applicable financial covenants or other ratio requirement in this Agreement (even if unrelated to determining whether such Acquisition is a Permitted Acquisition) and (II) such Permitted Acquisition must close within ninety (90) days of the signing of the applicable Acquisition Agreement and (y) EBITDA of the Acquired Business shall be disregarded for all purposes under this Agreement other than determining whether such Acquisition is a Permitted Acquisition until the consummation of such Permitted Acquisition.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So From time to time after the Closing Date and subject solely to the conditions set forth in this Section 2.23, the Borrower and one or more Increasing Lenders or Additional Lenders (each as defined below) may enter into an agreement to increase the aggregate Revolving Commitments (each such increase, an “Incremental Revolving Commitment”), increase the aggregate Delayed Draw Term Loan Commitments and/or add one or more delayed draw term loan facilities (each such increase or additional facility, an “Incremental Delayed Draw Term Loan”), and/or increase the aggregate Term Loan A Commitments and/or add one or more term loan facilities (each such increase or additional facility, an “Incremental Term Loan”; the Incremental Revolving Commitment together with the commitment for each Incremental Term Loan and Incremental Delayed Draw Term Loan are herein referred to as an “Incremental Commitment” and the principal amount of each Incremental Commitment is referred to herein as the “Incremental Commitment Amount”), so long as the following conditions are satisfied:
(i) the aggregate principal amount of all Incremental Commitments established pursuant to this Section shall not exceed an amount equal to the sum of (A) $40,000,000 and (B) the maximum amount that would result in a Total Net Leverage Ratio, on a pro forma basis (treating the amount of any Incremental Revolving Commitments extended on such date, Delayed Draw Term Loan Commitments and any Incremental Delayed Draw Term Loans as fully funded, but excluding the cash proceeds of any Incremental Commitment Amounts or Incremental Equivalent Debt from cash and Permitted Investments) (and on a Pro Forma Basis if such Incremental Commitment is to be used to fund an Acquisition), of not more than 4.00:1.00 as of the most recently ended Fiscal Quarter for which financial statements shall have been delivered (or, if the Borrower shall have provided the Administrative Agent with monthly financial statements for the Borrower and its Restricted Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent, as of the most recently ended twelve month period); provided that, in any event, the aggregate amount of Incremental Revolving Commitments shall not exceed $25,000,000; provided, further, that the aggregate principal amount of Incremental Equivalent Debt established after the Closing Date in reliance on clause (i)(A) above shall result in a dollar for dollar reduction in the amount of Incremental Commitments permitted to be established pursuant to clause (i)(A) of this Section. Unless the Borrower elects otherwise, each Incremental Commitment will be deemed incurred first under clause (i)(B) above to the extent permitted, with the balance incurred under clause (i)(A) above. If the Borrower incurs an Incremental Commitment under clause (i)(A) above substantially concurrently with its incurrence of an Incremental Commitment under clause (i)(B) above, then the Total Net Leverage Ratio calculated pursuant to this subsection (i) will be calculated with respect to such incurrence under clause (i)(B) above without regard to any incurrence of indebtedness under clause (i)(A) above;
(ii) before and after giving effect to any proposed Incremental Commitment (determined, in the case of any Incremental Commitment that is to be used to fund a Limited Condition Acquisition, as of the LCA Test Date (other than the determination of whether any Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i) exists or would result therefrom, which shall be determined as of the date such Limited Condition Acquisition is consummated)), no Default or Event of Default has will have occurred and be continuing;
(iii) the representations and warranties in the Loan Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) at the time of and on the date of the incurrence of such Incremental Commitment (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) as of such earlier date); provided that if such Incremental Commitment is continuingto be used to fund a Limited Condition Acquisition, the condition set forth in this clause (iii) may be satisfied with (A) the accuracy of customary “specified representations” and “acquisition agreement representations” and (B) such other limitations or exceptions to representations and warranties as may be agreed by the lenders providing such Incremental Commitment;
(iv) after giving effect to any proposed Incremental Commitment (determined, in the case of any Incremental Commitment that is to be used to fund a Limited Condition Acquisition, as of the LCA Test Date), on a pro forma basis (treating the Incremental Revolving Commitments, Delayed Draw Term Loan Commitments and any Incremental Delayed Draw Term Loans as fully funded, but excluding the cash proceeds of any Incremental Commitment Amounts or Incremental Equivalent Debt from time cash and Permitted Investments), the Borrower and its Restricted Subsidiaries are in compliance with the Financial Covenant (on a Pro Forma Basis if such Incremental Commitment is to time be used to fund an Acquisition), measuring clause (a) of the Total Net Leverage Ratio as of the date such Incremental Commitment is to be established (or, in the case of a Limited Condition Acquisition, as of the LCA Test Date) and otherwise recomputing such covenant as of the last day of the most recently ended Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.1(a) or 5.1(b) (or, if the Borrower shall have provided the Administrative Agent with monthly financial statements for the Borrower and its Restricted Subsidiaries, re-computing such covenants as of the last day of the most recently ended twelve month period) as if such Incremental Commitment was established on the first day of the relevant period for testing compliance;
(v) all Incremental Delayed Draw Term Loans and Incremental Term Loans established pursuant to this Section as increases to the aggregate Delayed Draw Term Loan Commitments and Term Loan A Commitments, respectively, shall be on the exact same terms (other than original issue discount and upfront fees and subject to clause (ix) below) and pursuant to the same documentation (other than the amendment evidencing such Incremental Delayed Draw Term Loans or Incremental Term Loans) applicable to the Delayed Draw Term Loan and the Term Loan A, respectively;
(vi) subject to clause (d) of this Section, all Incremental Delayed Draw Term Loans and Incremental Term Loans established as a new tranche of delayed draw term loans or term loans shall be on terms and pursuant to documentation to be determined; provided that:
(A) to the extent such terms and documentation are not consistent with the Delayed Draw Term Loan or the Term Loan A, as applicable, except to the extent permitted by clause (ix) below, they shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to periods after the Closing Latest Maturity Date);
(B) if such Indebtedness contains any financial maintenance covenants, either such covenants shall not be tighter than (or in addition to) those contained in this Agreement for any period ending on or prior to the Latest Maturity Date;
(C) the final maturity date for any such Incremental Delayed Draw Term Loan or Incremental Term Loan shall be no earlier than the Latest Maturity Date for the Delayed Draw Term Loan and the Term Loan A, respectively; and
(D) the Weighted Average Life to Maturity for any such Incremental Delayed Draw Term Loan or Incremental Term Loan shall be no shorter than the remaining Weighted Average Life to Maturity of the Delayed Draw Term Loan and the Term Loan A, respectively;
(vii) any Incremental Revolving Commitments provided pursuant to this Section shall be on terms (including pricing and maturity but excluding upfront fees) and pursuant to documentation applicable to the Revolving Commitments outstanding immediately prior to such incurrence;
(viii) (A) obligations in respect of any Incremental Commitments (1) shall constitute Obligations, (2) shall have the same guarantees as the Obligations and (3) shall rank pari passu in right of payment and security with the other Loans and (B) and all collateral securing any such Incremental Commitments shall also secure all other Obligations; and
(ix) with respect to any Incremental Delayed Draw Term Loans and Incremental Term Loans that constitute MFN Eligible Debt, the MFN Adjustment will apply to such Incremental Delayed Draw Term Loans and Incremental Term Loans.
(b) The Borrower may, upon shall provide at least ten days10 Business Days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender)) of any proposal to establish an Incremental Commitment. The Borrower may also, propose but is not required to, specify any fees offered to increase those Lenders (the Aggregate SBAC Revolving Commitments or “Increasing Lenders”) that agree to provide any Incremental Commitment, which fees may be variable based upon the Aggregate SBF Revolving Commitments (eachamount any such Lender is willing to provide. Each Increasing Lender shall as soon as practicable, an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that and in any case within 5 Business Days following receipt of such notice, specify in a written notice to the aggregate Borrower and the Administrative Agent the amount of all such proposed Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementCommitment that it is willing to provide. No Lender (or any successor thereto) shall have any obligation obligation, express or implied, to extend provide any portion of any requested Incremental Commitment, and any decision by a Lender to provide any portion of any such Incremental Commitment shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required to establish an Incremental Commitment pursuant to this Section. No Lender that declines to provide any requested Incremental Commitment may be replaced with respect to any of its existing Commitments or Loans as a result thereof without such Lender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will provide any Incremental Facility.
(b) Commitment within 5 Business Days after receipt of such notice, such Lender shall be deemed to have declined to do so. The applicable Borrower may designate a bank accept some or other financial institution (which may be, but need not be, one or more all of the amounts offered by existing LendersLenders or may designate new lenders (subject to the restrictions set forth in Section 10.4, as if such Loans were being acquired via assignment) to extend such Incremental Facility as additional Lenders hereunder in accordance with this Section (each, an the “Additional LenderLenders”), which at the time agrees to extend Additional Lenders may assume all or a portion of such Incremental Facility; Commitment and, in the case of any proposed Incremental Revolving Commitments or Incremental Delayed Draw Term Loans, such Additional Lenders shall be acceptable to the Administrative Agent (such approval not to be unreasonably withheld). The Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of any Incremental Commitments among the Increasing Lenders and the Additional Lenders. The sum of the portion of any proposed Incremental Commitment that is to be provided howeverby Increasing Lenders plus the portion of such Incremental Commitment that is to be provided by Additional Lenders shall not, that in the aggregate, exceed the proposed Incremental Commitment Amount.
(c) Subject to subsections (a) and (b) of this Section, any new bank Incremental Commitment requested by the Borrower shall be effective upon delivery to the Administrative Agent of each of the following documents:
(i) an executed copy of an instrument of joinder or financial institution must be amendment, in form and substance reasonably acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed.
(c) In the case of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and by Borrower, each Additional Lender and each Increasing Lender, setting forth the such Incremental Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all of the terms and provisions hereof,;
(ii) evidence of appropriate corporate authorization on to the part of extent reasonably required by the applicable Borrower Administrative Agent after consultation with the Borrower, legal opinions and authorizing resolutions, in each case, with respect to such Incremental Commitment and consistent with those delivered on the Incremental FacilityClosing Date, andother than changes to such legal opinions resulting from a change in law or change in fact;
(iii) a certificate of the Borrower signed by a Responsible Officer of the applicable Borrower Officer, in form and substance reasonably acceptable to the effect that (A) the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance).
(e) Upon the acceptance of any such agreement by the Administrative Agent, certifying that each of the conditions in subsection (ia) of this Section has been satisfied; and
(iv) to the Aggregate SBAC Revolving Commitment Amount extent requested by any Additional Lender or any Increasing Lender, executed promissory notes evidencing such Incremental Commitment, issued by the Aggregate SBF Revolving Commitment AmountBorrower in accordance with Section 2.10. Upon the effectiveness of any such Incremental Commitment, the Commitments and Pro Rata Share of each Lender will be adjusted, as applicable, shall automatically be increased by the amount of the to give effect to such Incremental Revolving Commitments added through such agreement Commitment, and (ii) Schedule I shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitmentsaccordingly.
(fd) Each supplement If any Incremental Delayed Draw Term Loans or joinder Incremental Term Loans are to have terms that are different from the Delayed Draw Term Loans and Term Loan A, respectively, outstanding immediately prior to such incurrence (any such Delayed Draw Term Loans or Incremental Term Loans, the “Non-Conforming Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement referred to in clause (d)(i) above mayamong the Borrower, without the consent of any other Lenders, effect Lenders providing such amendments to this Agreement Incremental Term Loans and the other Loan Documents as may Administrative Agent, the execution and delivery of which agreement shall be necessary, in a condition to the reasonable opinion effectiveness of the Administrative Agent and the BorrowersNon-Conforming Credit Extensions; provided that, to effect the provision of this Section 2.22, and for the avoidance of doubt, all Non-Conforming Credit Extensions shall be subject to Section 2.23(a). The scheduled principal payments on the Term Loan A to be made pursuant to Sections 2.9(b) shall be ratably increased after the incurrence of any Incremental Term Loan constituting an increase the aggregate Term Loan A Commitments. After the incurrence of any Non-Conforming Credit Extensions, all optional and mandatory prepayments of Term Loans shall be allocated ratably between the then-outstanding Term Loans and such Non-Conforming Credit Extensions (or, in the case of such Non-Conforming Credit Extensions, a less than ratable basis to the extent agreed to in the applicable assumption agreement). If the Borrower incurs Incremental Revolving Commitments under this Section, the Borrower shall, after such time, repay and incur Revolving Loans ratably as between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to such incurrence and no amounts shall be payable by the Borrower pursuant to Section 2.19 in connection therewith. Notwithstanding anything to the contrary in Section 10.2, the Administrative Agent is expressly permitted to amend the Loan Documents to the extent necessary to give effect to any increase pursuant to this Section 2.22 shall supersede and mechanical changes necessary or advisable in connection therewith (including amendments to implement the requirements in the preceding two sentences, amendments to ensure pro rata allocations of Eurodollar Loans and Base Rate Loans between Loans incurred pursuant to this Section and Loans outstanding immediately prior to any provisions such incurrence and amendments to implement ratable participation in Letters of Sections 2.20 or 11.2 Credit between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to the contraryany such incurrence).
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either Borrower the Parent may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), who shall promptly notify the Lenders, propose to increase the Aggregate SBAC Revolving Commitments or Commitment Amount up to an amount not to exceed $200,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that . Each Lender shall have the aggregate right for a period of 15 days following receipt of such notice, to elect by written notice to the Parent and the Administrative Agent to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable Borrower If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section, the Parent may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 shall become effective upon the receipt by the Administrative Agent of:
(i) a supplement or joinder of an agreement in form and substance reasonably satisfactory to the Administrative Agent executed signed by the Borrowers and Borrowers, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with such evidence of appropriate corporate authorization on the part of the applicable Borrower Borrowers with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower Borrowers with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement and (ii) Schedule Annex I shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.22 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrowers shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrowers elect to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrowers shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in the proportion its respective Revolving Commitment bears to the aggregate Revolving Commitments after giving effect to such increase.
Appears in 1 contract
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing Date, either the Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or by an amount not to exceed $100,000,000 (the Aggregate SBF Revolving Commitments (eachamount of any such increase, an the “Incremental Revolving Commitment” or an “Incremental FacilityAdditional Commitment Amount”); provided that . Each Lender shall have the aggregate right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of all Incremental Revolving Commitments shall not exceed $25,000,000 in the aggregate over the term of this AgreementAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section 2.24, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (each, an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(ii) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.24 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the Incremental new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
(ii) , together with Notes evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
(iii) a certificate increase in the Revolving Commitments and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that (A) increase in the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to Revolving Commitments as the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement supplement or joinder and (ii) Schedule Annex I shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(fe) Each supplement or joinder agreement referred Upon any increase in the aggregate amount of the Revolving Commitments pursuant to in clause (d)(i) above may, without the consent of any other this Section 2.24 that is not pro rata among all Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary(x) within five Business Days, in the reasonable opinion case of any Base Rate Loans then outstanding, and at the end of the Administrative Agent and then current Interest Period with respect thereto, in the Borrowerscase of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to effect the provision of this Section 2.22, extent the Borrower elects to do so and for the avoidance of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 subject to the contraryconditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Landamerica Financial Group Inc)
Increase of Commitments; Additional Lenders. (a) So long as no Default or Event of Default has occurred and is continuing, from time to time after the Closing DateMay 19, either 2010, Borrower may, upon at least ten 30 days’ written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion) to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate SBAC Revolving Commitments or and/or the Aggregate SBF Revolving Term Loan Commitments (each, by an “Incremental Revolving Commitment” or an “Incremental Facility”); provided that the aggregate amount of all Incremental Revolving Commitments shall not to exceed $25,000,000 10,000,000 in the aggregate over during the term of this Agreement (the amount of any such increase, the “Additional Commitment Amount”), provided, however, that (i) the sum of the Revolving Commitment, plus the outstanding principal balance of the Term Loans, plus all Additional Commitment Amounts shall never exceed $32,000,000, (ii) each Additional Commitment Amount shall be in a principal amount of not less than $2,500,000 and (iii) each Additional Commitment Amount shall be subject to the specific use restrictions with respect thereto that are set forth in Section 5.9 of this Agreement. Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitment and/or its Term Loan Commitment (as the case may be) by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount allocated in the Borrower’s request to an increase in the Aggregate Revolving Commitments and/or Aggregate Term Loan Commitments, as applicable. No Lender (or any successor thereto) shall have any obligation to extend increase its Revolving Commitment, its Term Loan Commitment or its other obligations under this Agreement and the other Loan Documents, and any Incremental Facilitydecision by a Lender to increase its Revolving Commitment or its Term Loan Commitment (as the case may be) shall be made in its sole discretion independently from any other Lender. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment or its Term Loan Commitment (as the case may be) within 15 days after receipt of such notice, such Lender shall be deemed to have declined to increase its Revolving Commitment or its Term Loan Commitment (as the case may be).
(b) The applicable If any Lender shall not elect to increase its Revolving Commitment or its Term Loan Commitment (as the case may be) pursuant to subsection (a) of this Section 2.23, the Borrower may designate a another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) to extend which at the time agrees to, in the case of any such Incremental Facility Person that is an existing Lender, increase its Revolving Commitment or its Term Loan Commitment (each, as the case may be) and in the case of any other such Person (an “Additional Lender”), which at the time agrees become a party to extend such Incremental Facilitythis Agreement; provided provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments and the Term Loan Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments and the Term Loan Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of any applicable Additional Commitment Amount.
(c) In An increase in the case aggregate amount of each Incremental Revolving Commitment:
(i) such Incremental Revolving Commitment shall have the same terms as the existing SBAC Revolving Commitments or SBF Revolving Commitments, the Term Loan Commitments (as applicable (other than any initial upfront fees paid to the Additional Lenders extending such Incremental Revolving Commitment); and
(iicase may be) the outstanding SBAC Revolving Loans or SBF Revolving Loans will be reallocated by the Administrative Agent on the applicable increase effective date among the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) in accordance with their revised Pro Rata Shares (and the applicable Lenders (including the Additional Lenders providing such Incremental Revolving Commitment) agree to make all payments and adjustments necessary to effect such reallocation).
(d) An Incremental Revolving Commitment pursuant to this Section 2.22 2.23 shall become effective upon the receipt by the Administrative Agent of:
(i) of a supplement or joinder in form and substance reasonably satisfactory to the Administrative Agent executed by the Borrowers and Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment or Term Loan Commitment (as the case may be) is to be increased, setting forth the Incremental new Revolving Commitments or Term Loan Commitment (as the case may be) of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof,
, together with Notes (iiif requested pursuant to Section 2.10(b)) evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the applicable Borrower with respect to the Incremental Facility, and
increase in the Revolving Commitments or the Term Loan Commitment (iiias the case may be) a certificate and such opinions of a Responsible Officer of counsel for the applicable Borrower with respect to the effect that increase in the Revolving Commitments or the Term Loan Commitment (Aas the case may be) as the conditions set forth in Section 4.2(a) and (b) will be satisfied before and after giving effect to the incurrence of the Incremental Facility and (B) after giving effect to such increase and the payment of any related fees, the Borrowers would be in compliance on a pro forma basis with the covenants set forth in Section 6.17 (after giving effect to any Borrowings to be made on the date that the Incremental Facility becomes effective, and deeming any Incremental Revolving Commitment to be fully drawn for purposes of calculating such compliance)Administrative Agent may reasonably request.
(ed) Upon the acceptance of any such agreement supplement or joinder by the Administrative Agent, (i) the Aggregate SBAC Revolving Commitment Amount or the Aggregate SBF Revolving Commitment Amount, as applicable, shall automatically be increased by the amount of the Incremental Revolving Commitments added through such agreement supplement or joinder and (ii) Schedule I II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments. Likewise, upon the acceptance of any such supplement or joinder by the Administrative Agent, the Term Loan Commitment Amount shall automatically be increased by the amount of the Term Loan Commitments added through such supplement or joinder, the Lenders will advance to Borrower such increased amount of Term Loans added through such supplement or joinder in accordance with Section 2.5 and Schedule II shall automatically be deemed amended to reflect the Term Loan Commitments of all Lenders after giving effect to the addition of such Term Loan Commitments.
(e) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.23 that is not pro rata among all Lenders, (x) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans and any LIBOR Index Rate Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in proportion to their respective Revolving Commitments.
(f) Each supplement or joinder agreement referred The Borrower unconditionally promises to in clause (d)(i) above may, without the consent of any other Lenders, effect such amendments pay to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent for the account of each Lender the then unpaid principal amount of each Additional Commitment Amount comprised of an increase in the Term Loan Commitment of each such Lender in fully-amortizing, quarterly installments, computed from the date of any such Additional Commitment Amount through the Maturity Date (the exact amounts of which, absent manifest error, shall be determined by the Administrative Agent in its sole discretion), on the dates set forth in Section 2.9(c) of this Agreement, and in addition to the Borrowersamounts more specifically set forth in Section 2.9(c) of this Agreement, provided, that the initial amount of any such principal payment shall be due and payable at the end of the first (1st) Fiscal Quarter immediately succeeding the date of any such Additional Commitment Amount, to effect the provision of this Section 2.22, and be calculated on a pro-rated basis for the avoidance number of doubt, this Section 2.22 shall supersede any provisions of Sections 2.20 or 11.2 to days remaining in such initial Fiscal Quarter (based upon a fully-amortizing computation through the contraryMaturity Date).
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Samples: Revolving Credit and Term Loan Agreement (Easylink Services International Corp)